<PAGE>

                                                                     Exhibit 4.1

                                    FORM OF

                                RIGHTS AGREEMENT

================================================================================


                        UNITED STATES STEEL CORPORATION

                                      and

                     _____________________________________

                                  Rights Agent






                               Rights Agreement,

                         Dated as of ___________, 2001

================================================================================
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<S>                                                                                  <C>
Section 1.  Certain Definitions.................................................      1
Section 2.  Appointment of Rights Agent.........................................      7
Section 3.  Issue of Rights Certificates........................................      7
Section 4.  Form of Rights Certificates.........................................      9
Section 5.  Countersignature and Registration...................................     10
Section 6.  Transfer, Split Up, Combination and Exchange of Rights Certificates;
            Mutilated, Destroyed, Lost or Stolen Rights Certificates............     11
Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights.......     12
Section 8.  Cancellation and Destruction of Rights Certificates.................     14
Section 9.  Reservation and Availability of Capital Stock.......................     14
Section 10. Preferred Stock Record Date.........................................     16
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number
            of Rights...........................................................     17
Section 12. Certificate of Adjusted Purchase Price or Number of Shares..........     27
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power     28
Section 14. Fractional Rights and Fractional Shares.............................     31
Section 15. Rights of Action....................................................     32
Section 16. Agreement of Rights Holders.........................................     32
Section 17. Rights Certificate Holder Not Deemed a Stockholder..................     33
Section 18. Concerning the Rights Agent.........................................     34
Section 19. Merger or Consolidation or Change of Name of Rights Agent...........     34
Section 20. Duties of Rights Agent..............................................     35
Section 21. Change of Rights Agent..............................................     37
Section 22. Issuance of New Rights Certificates.................................     38
Section 23. Redemption and Termination..........................................     39
Section 24. Notice of Certain Events............................................     40
Section 25. Notices.............................................................     41
Section 26. Supplements and Amendments..........................................     41
Section 27. Successors..........................................................     42
Section 28. Determinations and Actions by the Board of Directors, etc...........     42
Section 29. Exchange............................................................     43
Section 30. Benefits of this Agreement..........................................     44
Section 31. Severability........................................................     45
Section 32. Governing Law.......................................................     45
Section 33. Counterparts........................................................     45
Section 34. Descriptive Headings................................................     45
</TABLE>
<PAGE>

                                     FORM OF
                                RIGHTS AGREEMENT
                                ----------------

     RIGHTS AGREEMENT, dated as of ____________, 2001 (the "Agree ment"),
between United States Steel Corporation, a Delaware corporation (the "Company"),
and ______________ (the "Rights Agent").


                               W I T N E S S E T H
                               -------------------

     WHEREAS, on ________, 2001 (the "Rights Dividend Declaration Date"), the
Board of Directors of the Company (the "Board of Directors") authorized and
declared a dividend distribution of one Right (as hereinafter defined) for each
share of Voting Stock (as defined herein) outstanding upon the close of business
on ___________, 2001 (the "Record Date"), and has authorized the issuance of one
Right (as such number may hereinafter be adjusted pursuant to the provisions of
Section 11(p) hereof) for each share of Voting Stock issued (whether as an
original issuance or from the Company's treasury) between the Record Date and
the Distribu tion Date (as hereinafter defined) and in certain other
circumstances provided herein; and

     WHEREAS, each Right initially represents the right to purchase one one-
hundredth of a share of Series A Junior Preferred Stock of the Company, upon the
terms and subject to the conditions hereinafter set forth (the "Rights").

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

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

                  (a) "Acquiring Person" shall mean any Person who or which,
together with any of its Affiliates and Associates, shall be the Beneficial
Owner of shares of Voting Stock representing 15% or more of the outstanding
Voting Power of the Company, but shall not include (i) the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan, (ii)
any Person who becomes the Beneficial Owner of shares representing fifteen
percent (15%) or more of the outstanding Voting Power of the Company solely as a
result of a reduction in the number of shares of Voting Stock outstanding due to
the repurchase of shares of Voting Stock by the Company, unless and until such
Person, after becoming aware that such Person has become the Beneficial Owner of
fifteen percent (15%) or more

                                       1
<PAGE>

of the then outstanding shares of Voting Stock, acquires Beneficial Ownership of
additional shares of Voting Stock representing one percent (1%) or more of the
shares of Voting Stock then outstanding, or (iii) any such Person who has
reported or is required to report such ownership (but less than twenty percent
(20%)) on Sched ule 13G under the Securities Exchange Act of 1934, as amended
and in effect on the date of the Agreement (the "Exchange Act") (or any
comparable or successor report) or on Schedule 13D under the Exchange Act (or
any comparable or successor report) which Schedule 13D does not state any
intention to or reserve the right to control or influence the management or
policies of the Company or engage in any of the actions specified in Item 4 of
such schedule (other than the disposition of the Voting Stock) and, within ten
Business Days of being requested by the Company to advise it regarding the same,
certifies to the Company that such Person acquired shares of Voting Stock in
excess of 14.9% inadvertently or without knowledge of the terms of the Rights
and who, together with all Affiliates and Associates, thereafter does not
acquire additional shares of Voting Stock while remaining the Beneficial Owner
of 15% or more of the shares of Voting Stock then outstanding; provided,
                                                               --------
however, that if the Person requested to so certify fails to do so within ten
-------
Business Days, then such Person shall become an Acquiring Person immediately
after such ten Business Day period.

                  (b) "Act" shall have the meaning set forth in Section 9(c)
hereof.

                  (c) "Adjustment Shares" shall have the meaning set forth in
Section 11(a)(ii) hereof.

                  (d) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.

                  (e) "Agreement" shall have the meaning set forth in the
recitals to this Agreement.

                  (f) A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own," any securities

                      (i)   which such Person or any of such Person's Affiliates
     or Associates, directly or indirectly, has the right to acquire (whether
     such right is exercisable immediately or only after the passage of time)
     pursuant to any agreement, arrangement or understanding (whether or not in
     writing) or upon the exercise of conversion rights, exchange rights,
     rights, warrants or options, or otherwise; provided, however, that a Person
                                                --------  -------
     shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"

                                       2
<PAGE>

     (A) securities tendered pursuant to a tender or exchange offer made by such
     Person or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange, (B) securities issuable
     upon exercise of Rights at any time prior to the occurrence of a Triggering
     Event, or (C) securities issuable upon exercise of Rights from and after
     the occur rence of a Triggering Event which Rights were acquired by such
     Person or any of such Person's Affiliates or Associates prior to the
     Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the
     "Original Rights") or pursuant to Section 11(i) hereof in connection with
     an adjustment made with respect to any Original Rights;

                      (ii)  which such Person or any of such Person's
     Affiliates or Associates, directly or indirectly, has the right to vote or
     dispose of or has "beneficial ownership" of (as determined pursuant to Rule
     13d-3 of the General Rules and Regulations under the Exchange Act),
     including pursuant to any agreement, arrangement or understanding, whether
     or not in writing; provided, however, that a Person shall not be deemed the
                        --------  -------
     "Beneficial Owner" of, or to "beneficially own," any security under this
     subparagraph (ii) as a result of an agreement, arrangement or understanding
     to vote such security if such agreement, arrangement or understanding: (A)
     arises solely from a revocable proxy given in response to a public proxy or
     consent solicitation made pursuant to, and in accordance with, the
     applicable provi sions of the General Rules and Regulations under the
     Exchange Act, (B) is not also then reportable by such Person on Schedule
     13D under the Exchange Act (or any comparable or successor report) and (C)
     does not constitute a trust, proxy, power of attorney or other device with
     the purpose or effect of allowing two or more persons, acting in concert,
     to avoid being deemed "beneficial owners" of such security or otherwise
     avoid the status of "Acquir ing Person" under the terms of this Agreement
     or as part of a plan or scheme to avoid the reporting requirements under
     Schedule 13D or Sections 13(d) or 13(g) of the Exchange Act; or

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

                                       3
<PAGE>

     after the date of such acquisition, and then only if such securities
     continue to be owned by such Person at such expiration of forty days.

                  (g) "Board of Directors" shall have the meaning set forth in
the recitals to this Agreement.

                  (h) "Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the jurisdiction of the
formation of the Rights Agent are authorized or obligated by law or executive
order to close.

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

                  (j) "Common Stock" when used with reference to any Person,
shall mean the capital stock of such Person with the greatest voting power, or
the equity securities or other equity interest having power to control or direct
the management, of such Person.

                  (k) "Common Stock Equivalents" shall have the meaning set
forth in Section 11(a)(iii) hereof.

                  (l) "Company" shall have the meaning set forth in the recitals
to this Agreement.

                  (m) "Current Market Price" shall have the meaning set forth in
Section 11(d)(i) hereof.

                  (n) "Current Value" shall have the meaning set forth in
Section 11(a)(iii) hereof.

                  (o) "Distribution Date" shall have the meaning set forth in
Section 3(a) hereof.

                  (p) "Equivalent Preferred Stock" shall have the meaning set
forth in Section 11(b) hereof.

                  (q) "Exchange Act" shall have the meaning set forth in Section
l(a) hereof.

                                       4
<PAGE>

                  (r)  "Exchange Ratio" shall have the meaning set forth in
Section 29(a) hereof.

                  (s)  "Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

                  (t)  "Final Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.

                  (u)  "NASDAQ" shall have the meaning set forth in Section
11(d)(i) hereof.

                  (v)  "Original Rights" shall have the meaning set forth in
Section 1(f) hereof.

                  (w)  "Person" shall mean any individual, firm, corporation,
partnership, limited liability company or other entity.

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

                  (y)  "Principal Party" shall have the meaning set forth in
Section 13(b) hereof.

                  (z)  "Purchase Price" shall have the meaning set forth in
Section 4(a) hereof.

                  (aa) "Qualifying Offer" shall have the meaning set forth in
Section 11(a)(ii) hereof.

                  (bb) "Record Date" shall have the meaning set forth in the
recitals to this Agreement.

                  (cc) "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.

                  (dd) "Rights" shall have the meaning set forth in the recitals
to this Agreement.

                                       5
<PAGE>

                  (ee) "Rights Agent" shall have the meaning set forth in the
recitals to this Agreement.

                  (ff) "Rights Certificates" shall have the meaning set forth in
Section 3(a) hereof.

                  (gg) "Rights Dividend Declaration Date" shall have the meaning
set forth in the recitals to this Agreement.

                  (hh) "Section 11(a)(ii) Event" shall mean any event de scribed
in Section 11(a)(ii) hereof.

                  (ii) "Section 11(a)(ii) Trigger Date" shall have the meaning
set forth in Section 11(a)(iii) hereof.

                  (jj) "Section 13 Event" shall mean any event described in
clause (x), (y) or (z) of Section 13(a) hereof.

                  (kk) "Spread" shall have the meaning set forth in Section
11(a)(iii) hereof.

                  (ll) "Stock Acquisition Date" shall mean the first date of
public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed or amended pursuant to Section 13(d) under
the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person
has become such, other than pursuant to a Qualifying Offer.

                  (mm) "Subsidiary" shall mean, with reference to any Person,
any corporation of which an amount of voting securities sufficient to elect at
least a majority of the directors of such corporation is beneficially owned,
directly or indirectly, by such Person, or otherwise controlled by such Person.

                  (nn) "Substitution Period" shall have the meaning set forth in
Section 11(a)(iii) hereof.

                  (oo) "Summary of Rights" shall have the meaning set forth in
Section 3(b) hereof.

                  (pp) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.

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

                                       6
<PAGE>

                  (rr) "Voting Power" shall mean the total voting power
represented by the outstanding Voting Stock.

                  (ss) "Voting Stock" shall mean the Common Stock of the
Company.

          Section 2.   Appointment of Rights Agent.  The Company hereby appoints
                       ---------------------------
the Rights Agent to act as agent for the Company and the holders of the Rights
in accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment.  The Company may from time to time appoint such Co-
Rights Agents as it may deem necessary or desirable.

          Section 3.   Issue of Rights Certificates.
                       ----------------------------

                  (a)  Until the earlier of (i) the close of business on the
tenth Business Day after the Stock Acquisition Date (or, if the tenth Business
Day after the Stock Acquisition Date occurs before the Record Date, the close of
business on the Record Date) or (ii) the close of business on the tenth Business
Day (or such later date as may be determined by the Board of Directors) after
the date that a tender or exchange offer by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, or any Person or entity organized, appointed or
established by the Com pany for or pursuant to the terms of any such plan) is
first published or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act, if, upon consummation
thereof, such Person would become an Acquiring Person, in either instance, other
than pursuant to a Qualifying Offer (the earlier of (i) and (ii) being herein
referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Voting Stock registered in the names of the holders of such
Voting Stock (which certificates for Voting Stock shall be deemed also to be
certificates for the Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Voting Stock (including a transfer to the Company). As soon
as practicable after the Distribution Date, the Company shall promptly notify
the Rights Agent thereof and provide the Rights Agent with a shareholders list
of Voting Stock, and the Rights Agent will send or cause to be sent by
first-class, insured, postage prepaid mail, to each record holder of the Voting
Stock as of the close of business on the Distribution Date, at the address of
such holder shown on the records of the Company, one or more rights
certificates, in substantially the form of Exhibit B hereto (the "Rights
Certificates"), evidencing one Right for each share of Voting Stock so held,
subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights per share of Voting Stock has been made pursuant to Section
11(p) hereof, at

                                       7
<PAGE>

the time of distribution of the Rights Certificates, the Company shall make the
necessary and appropriate rounding adjustments (in accordance with Section 14(a)
hereof) so that Rights Certificates representing only whole numbers of Rights
are distributed and cash is paid in lieu of any fractional Rights.  As of and
after the Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.

                  (b)  The Company will make available, as promptly as
practicable following the Record Date, a copy of a Summary of Rights, in substan
tially the form attached hereto as Exhibit A (the "Summary of Rights"), to any
holder of Rights who may so request from time to time prior to the Expiration
Date. With respect to certificates for the Voting Stock outstanding as of the
Record Date, until the Distribution Date, the Rights will be evidenced by such
certificates for the Voting Stock and the registered holders of Voting Stock
shall also be the registered holders of the associated Rights. Until the earlier
of the Distribution Date or the Expiration Date, the transfer of any
certificates representing shares of Voting Stock in respect of which Rights have
been issued shall also constitute the transfer of the Rights associated with
such shares of Voting Stock.

                  (c)  Rights shall be issued in respect of all shares of Voting
Stock which are issued (whether originally issued or from the Company's
treasury) after the Record Date but prior to the earlier of the Distribution
Date or the Expira tion Date. Certificates representing such shares of Voting
Stock shall also be deemed to be certificates for Rights, and shall bear the
following legend:

          This certificate also evidences and entitles the holder hereof to
     certain Rights as set forth in the Rights Agreement (the "Rights
     Agreement") be tween United States Steel Corporation (the "Company") and
     the Rights Agent thereunder (the "Rights Agent"), the terms of which are
     hereby incorporated herein by reference and a copy of which is on file at
     the principal offices of the Company.  Under certain circumstances, as set
     forth in the Rights Agree ment, such Rights will be evidenced by separate
     certificates and will no longer be evidenced by this certificate.  The
     Company will mail to the holder of this certificate a copy of the Rights
     Agreement, as in effect on the date of mailing, without charge promptly
     after receipt of a written request therefor.  Under certain circumstances
     set forth in the Rights Agreement, Rights issued to, or held by, any Person
     who is, was or becomes an Acquiring Person, or any Affiliate or Associate
     thereof (as such terms are defined in the Rights Agreement), whether
     currently held by or on behalf of such Person or by any subsequent holder,
     may become null and void.

With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Voting Stock represented by such certificates shall be
evidenced by such certificates

                                       8
<PAGE>

alone and registered holders of Voting Stock shall also be the registered
holders of the associated Rights, and the transfer of any of such certificates
shall also constitute the transfer of the Rights associated with the Voting
Stock represented by such certificates.

          Section 4.   Form of Rights Certificates.
                       ---------------------------

                  (a)  The Rights Certificates (and the forms of election to
purchase and of assignment to be printed on the reverse thereof) shall be
substantially in the form set forth in Exhibit B and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement and which do not adversely affect the
rights, duties or responsibilities of the Rights Agent, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. Subject to the
provisions of Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date and on their face
shall entitle the holders thereof to purchase such number of one one-hundredths
of a share of Preferred Stock as shall be set forth therein at the price set
forth therein (such exercise price per one one-hundredth of a share, the
"Purchase Price"), but the amount and type of securities purchasable upon the
exercise of each Right and the Purchase Price thereof shall be subject to
adjustment as provided herein.

                  (b)  Any Rights Certificate issued pursuant to Section 3(a),
Section 11(a)(i) or Section 22 hereof that represents Rights beneficially owned
by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee after such Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consider consideration) from the Acquiring Person to holders of equity
interests in such Acquiring Person or to any Person with whom such Acquiring
Person has any continuing agreement, arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board of Directors has determined
is part of a plan, arrangement or understanding which has as a primary purpose
or effect avoidance of Section 7(e) hereof, and, provided that the Company shall
have notified the Rights Agent that this Section 4(b) applies, any Rights
Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to
in this sentence, shall contain (to the extent feasible) the following legend:

                                       9
<PAGE>

          The Rights represented by this Rights Certificate are or were
     beneficially owned by a Person who was or became an Acquiring Person or an
     Affiliate or Associate thereof (as such terms are defined in the Rights
     Agree Agreement). Accordingly, this Rights Certificate and the Rights
     represented hereby may become null and void in the circumstances specified
     in Section 7(e) of such Agreement.

          Section 5.   Countersignature and Registration.
                       ---------------------------------

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

                  (b)  Following the Distribution Date and receipt by the Rights
Agent of all relevant information, the Rights Agent will keep or cause to be
kept, at its office designated pursuant to Section 25 hereof, books for
registration and transfer of the Rights Certificates issued hereunder. Such
books shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights
Certificates and the date of each of the Rights Certificates.

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

                  (a)  Subject to the provisions of Section 4(b), Section 7(e)
and Section 14 hereof, at any time after the close of business on the
Distribution Date, and at or prior to the close of business on the Expiration
Date, any Rights Certificate or Certificates (other than Rights Certificates
that may have been ex changed pursuant to Section 29 hereof) may be transferred,
split up, combined or

                                       10
<PAGE>

exchanged for another Rights Certificate or Certificates, entitling the
registered holder to purchase a like number of one one-hundredths of a share of
Preferred Stock (or, following a Triggering Event, Voting Stock, other
securities, cash or other assets, as the case may be) as the Rights Certificate
or Certificates surrendered then entitled such holder (or former holder in the
case of a transfer) to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Rights Certificate or Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Certificates to be transferred, split up, combined or
exchanged at the principal office or offices of the Rights Agent designated for
such purpose. Neither the Rights Agent nor the Company shall be obligated to
take any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have completed and signed
the certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company or the Rights Agent shall reasonably request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section
14 and Section 29 hereof, countersign and deliver to the Person entitled thereto
a Rights Certificate or Rights Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Rights Certificates.

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

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

                  (a)  Subject to Section 7(e) hereof, the registered holder of
any Rights Certificate may exercise the Rights evidenced thereby (except as
other wise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof and the exchange provisions set forth in Section 29 hereof) in whole or
in part at any time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate on the
reverse side thereof duly executed, to

                                       11
<PAGE>

the Rights Agent at the office or offices of the Rights Agent designated for
such purpose, together with payment of the aggregate Purchase Price with respect
to the total number of one one-hundredths of a share (or other securities, cash
or other assets, as the case may be) as to which such surrendered Rights are
then exercisable, at or prior to the earlier of (i) the close of business on
_____________, or such later date as may be established by the Board of
Directors prior to the expiration of the Rights (the "Final Expiration Date"),
or (ii) the time at which the Rights are redeemed or exchanged as provided in
Section 23 and Section 29 hereof (the earlier of (i) and (ii) being herein
referred to as the "Expiration Date").

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

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

                                       12
<PAGE>

distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
appropriate.  The Company reserves the right to require prior to the occurrence
of a Triggering Event that, upon exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock would be issued.

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

                  (e)  Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any
Rights beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a direct or indirect transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors has determined is part of
a plan, arrangement or understanding which has as a primary purpose or effect
the avoidance of this Section 7(e), shall become null and void without any
further action and no holder of such Rights shall have any rights whatsoever
with respect to such Rights, whether under any provision of this Agreement or
otherwise. The Company shall notify the Rights Agent when this Section 7(e)
applies and shall use all reason able efforts to insure that the provisions of
this Section 7(e) and Section 4(b) hereof are complied with, but neither the
Company nor the Rights Agent shall have any liability to any holder of Rights
Certificates or other Person as a result of the Company's failure to make any
determinations with respect to an Acquiring Person or its Affiliates, Associates
or transferees hereunder.

                  (f)  Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence of
any purported exercise as set forth in this Section 7 unless such registered
holder shall have (i) completed and signed the certificate contained in the form
of election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise,

                                       13
<PAGE>

and (ii) provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the
Company shall reasonably request.

          Section 8.   Cancellation and Destruction of Rights Certificates.  All
                       ---------------------------------------------------
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement.  The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Rights Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof.  The Rights Agent shall
deliver all cancelled Rights Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Rights Certificates, and
in such case shall deliver a certificate of destruction thereof to the Company.

          Section 9.   Reservation and Availability of Capital Stock.
                       ---------------------------------------------

                  (a)  The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of
Preferred Stock (and, following the occurrence of a Triggering Event, out of its
authorized and unissued shares of Voting Stock and/or other securities, or out
of its authorized and issued shares held in its treasury), the number of shares
of Preferred Stock (and, following the occurrence of a Triggering Event, Voting
Stock and/or other securities) that, as provided in this Agreement including
Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of
all outstanding Rights.

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

                  (c)  The Company shall use its best efforts to (i) file, as
soon as practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event on which the consideration to be delivered by the
Company upon exercise of the Rights has been determined in accordance with
Section 11(a)(iii) hereof, a registration statement under the Securities Act of
1933 (the "Act"), with respect to the securities purchasable upon exercise of
the Rights on an appropriate form, (ii) cause such registration statement to
become effective as soon as practicable

                                       14
<PAGE>

after such filing, and (iii) cause such registration statement to remain
effective (with a prospectus at all times meeting the requirements of the Act)
until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities, and (B) the date of the expiration of the
Rights, The Company will also take such action as may be appropriate under, or
to ensure compliance with, the securities or "blue sky" laws of the various
states in connection with the exercisability of the Rights.  The Company may
temporarily suspend, for a period of time not to exceed ninety (90) days after
the date set forth in clause (i) of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective.  Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect.  In addition, if the Company
shall determine that a registration statement is required following the
Distribution Date, the Company may temporarily suspend the exercisability of the
Rights until such time as a registration statement has been declared effective.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction if the requisite qualification in
such jurisdiction shall not have been obtained, the exercise thereof shall not
be permitted by applicable law or a registration statement shall not have been
declared effective.

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

                  (e)  The Company further covenants and agrees that it will pay
when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of the Rights
Certificates and of any certificates for a number of one one-hundredths of a
share of Preferred Stock (or Voting Stock and/or other securities, as the case
may be) upon the exercise of Rights. The Company shall not, however, be required
to pay any transfer tax which may be payable in respect of any transfer or
delivery of Rights Certificates to a Person other than, or the issuance or
delivery of a number of one one-hundredths of a share of Preferred Stock (or
Voting Stock and/or other securities, as the case may be) in respect of a name
other than that of, the registered holder of the Rights Certificates evidencing
Rights surrendered for exercise or to issue or deliver any certificates for a
number of one one-hundredths of a share of Preferred Stock (or Voting Stock
and/or other securities, as the case may be) in a name other than that of the
registered holder upon the exercise of any Rights until such tax shall have been
paid (any such tax

                                       15
<PAGE>

being payable by the holder of such Rights Certificate at the time of surrender)
or until it has been established to the Company's satisfaction that no such tax
is due.

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

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

                  (a)   (i) In the event the Company shall at any time after the
date of this Agreement (A) declare a dividend on the Preferred Stock payable in
shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C)
combine the outstanding Preferred Stock into a smaller number of shares, or (D)
issue any shares of its capital stock in a reclassification of the Preferred
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a) and Section 7(e) hereof, the
Purchase Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and
the number and kind of shares of Preferred Stock or capital stock, as the case
may be, issuable on such date, shall be proportionately adjusted so that the
holder of any Right exercised after such time shall be entitled to receive, upon
payment of the Purchase Price then in effect, the aggregate number and kind of
shares of Preferred Stock or capital stock, as the case

                                       16
<PAGE>

may be, which, if such Right had been exercised immediately prior to such date
and at a time when the Preferred Stock transfer books of the Company were open,
such holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification. If an
event occurs which would require an adjustment under both this Section 11(a)(i)
and Section 11(a)(ii) hereof, the adjustment provided for in this Section
11(a)(i) shall be in addition to, and shall be made prior to, any adjustment
required pursuant to Section 11(a)(ii) hereof.

                  (ii)   In the event that any Person shall at any time after
     the Rights Dividend Declaration Date become an Acquiring Person, unless the
     event causing such Person to become an Acquiring Person is a transaction
     set forth in Section 13(a) hereof, or is an acquisition of shares of Voting
     Stock pursuant to a cash tender offer for all outstanding shares of Voting
     Stock which meets all of the following requirements:

                         (1)  on or prior to the date such offer is commenced
     within the meaning of Rule 14d-2(a) of the General Rules and Regulations
     under the Exchange Act, such Person has, and has provided to the Company,
     firm written commitments from responsible financial institutions, which
     have been accepted by such Person (or one of its Affiliates), to provide,
     subject only to customary terms and conditions, funds for such offer which,
     when added to the amount of cash and cash equivalents which such Person
     then has available and has irrevocably committed in writing to the Company
     to utilize for purposes of such offer, will be sufficient to pay for all
     shares of Voting Stock outstanding on a fully diluted basis and all related
     expenses;

                         (2)  shares of Voting Stock representing a majority of
     the Voting Power as of the day immediately prior to the date of
     announcement of such offer (other than Voting Stock beneficially owned by
     such Person immediately prior to such offer) are tendered and purchased
     pursuant to such offer;

                         (3)  such offer remains open for at least 45 Business
     Days; provided, that (x) if there is any increase in the cash price of such
           --------
     offer, such offer must remain open for at least an additional 20 Business
     Days after the last such increase, (y) such offer must remain open for at
     least 20 Business Days after the date that any bona fide alternative offer
     is made which, in the opinion of one or more investment banking firms
     designated by the Company, provides for consideration per share of Voting
     Stock in excess of that

                                       17
<PAGE>

     provided for in such offer, and (z) such offer must remain open for at
     least 20 Business Days after the date on which such Person reduces the per
     share price offered in accordance with clause (4)(y) of this Section
     11(a)(ii) (provided, in the case of each of clause (x), (y) and (z) above,
     in no event will such offer have been outstanding for less than 45 Business
     Days); provided further, however, that such offer need not remain open, as
            ----------------  -------
     a result of this clause (3), beyond (i) the time which any other offer
     satisfying the criteria for a Qualifying Offer is then required to be kept
     open under this clause (3), or (ii) the sched uled expiration date, as such
     date may be extended by public announcement prior to the then scheduled
     expiration date, of any other offer with respect to which the Board of
     Directors has agreed to redeem the Rights immediately prior to acceptance
     for payment of shares thereunder (unless such other offer is terminated
     prior to its expiration without any shares having been purchased
     thereunder); and

                  (4)  prior to or on the date that such offer is commenced
     within the meaning of Rule 14d-2(a) of the General Rules and Regulations
     under the Exchange Act, such Person makes an irrevocable written commitment
     to the Company (x) to consummate an all-cash transaction or transactions
     promptly upon the completion of such offer, whereby all shares of Voting
     Stock not purchased in such offer will be acquired at the same price per
     share of Voting Stock paid in such offer, provided that the Board of
     Directors shall have granted any approvals required to enable such Person
     to consummate such transaction or transactions following consummation of
     such offer without obtaining the vote of any other stockholder, (y) that
     such Person will not make any amendment to the original offer which reduces
     the per share price offered (other than a reduction to reflect any dividend
     declared by the Company after the commencement of such offer or any
     material change in the capital structure of the Company initiated by the
     Company after the commencement of such offer, whether by way of
     recapitalization, reorganization, repurchase or otherwise), changes the
     form of consideration offered, re duces the number of shares being sought
     or which is in any other respect materially adverse to the holders of
     Voting Stock, and (z) that neither such Person nor any of its Affiliates or
     Associates will make any offer for any equity securities of the Company for
     a period of one year after the commencement of the original offer if such
     original offer does not result in the tender of the number of shares of
     Voting Stock required to be purchased pursuant to clause (2) above, unless
     another all cash tender offer for all outstanding shares of Voting Stock is
     commenced (a) at a price per

                                       18
<PAGE>

     share of Voting Stock in excess of that provided for in such original offer
     or (b) with the approval of the Board of Directors (in which event, any new
     offer by such Person or of any of its Affiliates or Associates must be at a
     price not less than that provided for in such approved offer);

     (an offer meeting the requirements set forth above being referred to herein
     as a "Qualifying Offer"), then, promptly following five (5) days after the
     date of the first occurrence of such an event, proper provision shall be
     made so that each holder of a Right (except as provided below and in
     Section 7(e) hereof) shall thereafter have the right to receive, upon
     exercise thereof at the then current Purchase Price in accordance with the
     terms of this Agreement, in lieu of a number of one one-hundredths of a
     share of Preferred Stock, such number of shares of Voting Stock as shall
     equal the result obtained by (x) multiplying the then current Purchase
     Price by the then number of one one-hundredths of a share of Preferred
     Stock for which a Right was exercisable immediately prior to the first
     occurrence of a Section 11(a)(ii) Event, and (y) dividing that product
     (which, following such first occurrence, shall thereafter be referred to as
     the "Purchase Price" for each Right and for all purposes of this Agreement)
     by 50% of the Current Market Price per share of Voting Stock on the date of
     such first occurrence (such number of shares of Voting Stock being re
     ferred to as the "Adjustment Shares").

                    (iii)  In the event that the number of shares of Voting
     Stock which are authorized by the Company's Restated Certificate of
     Incorporation but that are not outstanding or reserved for issuance for
     purposes other than upon exercise of the Rights are not sufficient to
     permit the exercise in full of the Rights in accordance with the foregoing
     subparagraph (ii) of this Section 11(a), the Company shall (A) determine
     the excess of (1) the value of the Adjustment Shares issuable upon the
     exercise of a Right (the "Current Value") over (2) the Purchase Price (such
     excess, the "Spread"), and (B) with respect to each Right (subject to
     Section 7(e) hereof), make adequate provision to substitute for the
     Adjustment Shares, upon exercise of a Right and payment of the applicable
     Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Voting
     Stock or other equity securities of the Company (including, without
     limitation, shares, or units of shares, of preferred stock (irrespective of
     the voting rights associated with any units or shares of preferred stock)
     which the Board of Directors has deemed to have the same value as shares of
     Voting Stock (such shares of preferred stock, "Common Stock Equivalents")),
     (4) debt securities of the Company, (5) other assets, or (6) any
     combination of the foregoing, having an

                                       19
<PAGE>

     aggregate value equal to the Current Value, where such aggregate value has
     been determined by the Board of Directors based upon the advice of a
     nationally recognized investment banking firm selected by the Board of
     Directors; provided, however, if the Company shall not have made adequate
                --------  -------
     provision to deliver value pursuant to clause (B) above within thirty (30)
     days following the later of (x) the first occurrence of a Section 11(a)(ii)
     Event and (y) the date on which the Com pany's right of redemption pursuant
     to Section 23(a) expires (the later of (x) and (y) being referred to herein
     as the "Section 11(a)(ii) Trigger Date"), then the Company shall be
     obligated to deliver, upon the surrender for exercise of a Right and
     without requiring payment of the Purchase Price, shares of Voting Stock (to
     the extent available) and then, if necessary, cash, which shares and/or
     cash have an aggregate value equal to the Spread. If the Board of Directors
     shall determine in good faith that it is likely that sufficient additional
     shares of Voting Stock could be authorized for issuance upon exercise in
     full of the Rights, the thirty (30) day period set forth above may be
     extended to the extent necessary, but not more than ninety (90) days after
     the Section 11(a)(ii) Trigger Date, in order that the Company may seek
     stock holder approval for the authorization of such additional shares (such
     period, as it may be extended, the "Substitution Period"). To the extent
     that the Company determines that some action need be taken pursuant to the
     first and/or second sentences of this Section 11(a)(iii), the Company (x)
     shall provide, subject to Section 7(e) hereof, that such action shall apply
     uniformly to all outstanding Rights, and (y) may suspend the exercisability
     of the Rights until the expiration of the Substitution Period in order to
     seek any authoriza tion of additional shares and/or to decide the
     appropriate form of distribution to be made pursuant to such first sentence
     and to determine the value thereof. In the event of any such suspension,
     the Company shall issue a public an nouncement stating that the
     exercisability of the Rights has been temporarily suspended, as well as a
     public announcement at such time as the suspension is no longer in effect.
     For purposes of this Section 11(a)(iii), the value of each Adjustment Share
     shall be the Current Market Price per share of the Voting Stock on the
     Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent
     shall be deemed to equal the Current Market Price per share of the Voting
     Stock on such date.

               (b)  In case the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Preferred Stock entitling them
to subscribe for or purchase (for a period expiring within forty-five (45)
calendar days after such record date) Preferred Stock (or shares having the same
rights, privileges and preferences as the shares of Preferred Stock ("Equivalent
Preferred Stock")) or securities convertible into Preferred Stock or Equivalent
Preferred Stock at a price per share of Preferred Stock or per share of
Equivalent Preferred Stock (or having a conversion price per share, if a
security convertible into Preferred Stock or

                                       20
<PAGE>

Equivalent Preferred Stock) less than the Current Market Price per share of
Preferred Stock on such record date, the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of shares of Preferred Stock outstanding on such record
date, plus the number of shares of Preferred Stock which the aggregate offering
price of the total number of shares of Preferred Stock and/or Equivalent
Preferred Stock so to be offered (and/or the aggregate initial conversion price
of the convertible securities so to be offered) would purchase at such current
market price, and the denominator of which shall be the number of shares of
Preferred Stock outstanding on such record date, plus the number of additional
shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
by delivery of consideration part or all of which may be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Board of Directors, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights. Shares of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever such a
record date is fixed, and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

               (c)  In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness, cash (other than a regular
quarterly cash dividend out of the earnings or retained earnings of the
Company), assets (other than a dividend payable in Preferred Stock, but
including any dividend payable in stock other than Preferred Stock) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immedi ately prior to
such record date by a fraction, the numerator of which shall be the Current
Market Price per share of Preferred Stock on such record date, less the fair
market value (as determined in good faith by the Board of Directors, whose
determi nation shall be described in a statement filed with the Rights Agent) of
the portion of the cash, assets or evidences of indebtedness so to be
distributed or of such subscrip tion rights or warrants applicable to a share of
Preferred Stock and the denominator of which shall be such Current Market Price
per share of Preferred Stock. Such adjustments shall be made successively
whenever such a record date is fixed, and in the event that such distribution is
not so made, the Purchase Price shall be adjusted to be the Purchase Price which
would have been in effect if such record date had not been fixed.

                                       21
<PAGE>

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

                                       22
<PAGE>

fair value per share as determined in good faith by the Board of Directors,
whose determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes.

                    (ii)  For the purpose of any computation hereunder, the
     Current Market Price per share of Preferred Stock shall be determined in
     the same manner as set forth above for the Voting Stock in clause (i) of
     this Section 11(d) (other than the last sentence thereof). If the Current
     Market Price per share of Preferred Stock cannot be determined in the
     manner provided above or if the Preferred Stock is not publicly held or
     listed or traded in a manner described in clause (i) of this Section 11(d),
     the Current Market Price per share of Preferred Stock shall be conclusively
     deemed to be an amount equal to 100 (as such number may be appropriately
     adjusted for such events as stock splits, stock dividends and
     recapitalizations with respect to the Voting Stock occurring after the date
     of this Agreement) multiplied by an amount equal to the product of (x) the
     Current Market Price per share of the Voting Stock multiplied by (y) 0.5.
     If none of the Voting Stock or the Preferred Stock are publicly held or so
     listed or traded, Current Market Price per share of the Preferred Stock
     shall mean the fair value per share as deter mined in good faith by the
     Board of Directors, whose determination shall be described in a statement
     filed with the Rights Agent and shall be conclusive for all purposes. For
     all purposes of this Agreement, the Current Market Price of one one-
     hundredth of a share of Preferred Stock shall be equal to the Current
     Market Price of one share of Preferred Stock divided by 100.

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

               (f)  If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock other than
Preferred Stock, thereafter the number of such other shares so receivable upon
exercise of any Right and the Purchase Price thereof shall be subject to
adjustment from time to time in a

                                       23
<PAGE>

manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g),
(h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14
hereof with respect to the Preferred Stock shall apply on like terms to any such
other shares.

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

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

               (i)  The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in lieu of any adjustment
in the number of one one-hundredths of a share of Preferred Stock purchasable
upon the exercise of a Right. Each of the Rights outstanding after the
adjustment in the number of Rights shall be exercisable for the number of one
one-hundredths of a share of Preferred Stock for which a Right was exercisable
immedi ately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one-ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announce ment of its election to adjust the number
of Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the
Rights Certificates have been issued, shall be at least ten (10) days later than
the date of the public announcement. If Rights Certificates have been issued,
upon each adjustment of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional Rights to

                                       24
<PAGE>

which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Rights Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided
for herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

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

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

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

               (m)  Anything in this Section 11 to the contrary notwith
standing, the Company shall be entitled to make such reductions in the Purchase
Price, in addition to those adjustments expressly required by this Section

                                       25
<PAGE>

11, as and to the extent that in their good faith judgment the Board of
Directors shall determine to be advisable in order that any (i) consolidation or
subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares
of Preferred Stock at less than the Current Market Price, (iii) issuance wholly
for cash of shares of Preferred Stock or securities which by their terms are
convertible into or exchangeable for shares of Preferred Stock, (iv) stock
dividends or (v) issuance of rights, options or warrants referred to in this
Section 11, hereafter made by the Company to holders of its Preferred Stock
shall not be taxable to such stockholders.

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

               (o)  The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23 or Section 26
hereof, take (or permit any Subsidiary to take) any action if at the time such
action is taken it is reasonably foreseeable that such action will diminish
substantially or otherwise eliminate the benefits intended to be afforded by the
Rights.

               (p)  Anything in this Agreement to the contrary notwith standing,
in the event that the Company shall at any time after the Rights Dividend
Declaration Date and prior to the Distribution Date (i) declare a dividend on
the outstanding shares of any class of Voting Stock payable in shares of any
class of Voting Stock, (ii) subdivide the outstanding shares of any class of
Voting Stock, or (iii) combine the outstanding shares of any class of Voting
Stock into a smaller number of shares, the number of Rights associated with each
share of such class of Voting Stock then outstanding, or issued or delivered
thereafter but prior to the Distribution Date, shall be proportionately adjusted
so that the number of Rights

                                       26
<PAGE>

thereafter associated with each share of such class of Voting Stock following
any such event shall equal the result obtained by multiplying the number of
Rights associated with each share of such class of Voting Stock immediately
prior to such event by a fraction the numerator of which shall be the total
number of shares of such class of Voting Stock outstanding immediately prior to
the occurrence of the event and the denominator of which shall be the total
number of shares of such class of Voting Stock outstanding immediately following
the occurrence of such event.

          Section 12. Certificate of Adjusted Purchase Price or Number of
                      ---------------------------------------------------
Shares. Whenever an adjustment is made as provided in Section 11 and Section 13
------
hereof, the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Pre ferred Stock and the Voting Stock, a copy of such certificate, and (c) mail,
or cause to be mailed, a brief summary thereof to each holder of a Rights
Certificate in accordance with Section 25 hereof. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein
contained.

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

               (a)  In the event that, following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), and the Company shall not
be the continuing or surviving corporation of such consolidation or merger, (y)
any Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) shall consolidate with, or merge with or
into, the Company, and the Company shall be the continuing or surviving
corporation of such consolida tion or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Voting Stock
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer),
in one transaction or a series of related transactions, assets, earning power or
cash flow aggregating more than 50% of the assets, earning power or cash flow of
the Company and its Subsidiaries (taken as a whole) to any Person or Persons
(other than the Company or any Subsidiary of the Company in one or more
transactions each of which complies with Section 11(o) hereof), then, and in
each such case (except as may be contemplated by Section 13(d) hereof), proper
provision shall be made so that: (i) each holder of a Right, except as provided
in Section 7(e) hereof, shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price in accordance with the terms
of this Agreement, such number of validly authorized and issued, fully paid,
non-assessable and freely tradeable

                                       27
<PAGE>

shares of Common Stock of the Principal Party (as such term is hereinafter
defined), not subject to any liens, encumbrances, rights of first refusal or
other adverse claims, as shall be equal to the result obtained by (1)
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is exercisable immediately prior
to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event
has occurred prior to the first occurrence of a Section 13 Event, multiplying
the number of such one one-hundredths of a share for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event by the Purchase Price in effect immediately prior to such first
occurrence), and dividing that product (which, following the first occurrence of
a Section 13 Event, shall be referred to as the "Purchase Price" for each Right
and for all purposes of this Agreement) by (2) 50% of the Current Market Price
per share of the Common Stock of such Principal Party on the date of
consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of Section 11 hereof shall
apply only to such Principal Party following the first occurrence of a Section
13 Event; (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights; and (v) the provisions
of Section 11(a)(ii) hereof shall be of no effect following the first occurrence
of any Section 13 Event.

               (b)  "Principal Party" shall mean

                    (i)   in the case of any transaction described in clause (x)
     or (y) of the first sentence of Section 13(a), the Person that is the
     issuer of any securities into which shares of Voting Stock are converted in
     such merger or consolidation, and if no securities are so issued, the
     Person that is the other party to such merger or consolidation; and

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

provided, however, that in any such case, (1) if the Common Stock of such Person
--------  -------
is not at such time and has not been continuously over the preceding twelve (12)
month period registered under Section 12 of the Exchange Act, and such Person is
a direct or indirect Subsidiary of another Person the Common Stock of which is
and has been

                                       28
<PAGE>

so registered, "Principal Party" shall refer to such other Person; and (2) in
case such Person is a Subsidiary, directly or indirectly, of more than one
Person, the Common Stocks of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of such Persons is the
issuer of the Common Stock having the greatest aggregate market value.

               (c)  The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless prior thereto the Company and such Principal
Party shall have executed and delivered to the Rights Agent a supplemental
agreement providing for the terms set forth in paragraphs (a) and (b) of this
Section 13 and further providing that, as soon as practicable after the date of
any consolidation, merger or sale of assets mentioned in paragraph (a) of this
Section 13, the Principal Party will

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

                    (ii)  take all such other action as may be necessary to
     enable the Principal Party to issue the securities purchasable upon
     exercise of the Rights, including, but not limited to, the registration or
     qualification of such securities under all requisite securities laws of
     jurisdictions of the various states and the listing of such securities on
     such exchanges and trading markets as may be necessary or appropriate; and

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

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

                                       29
<PAGE>

                  (d)  Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction described in
subparagraphs (x) and (y) of Section 13(a) hereof if (i) such transaction is
consummated with a Person or Persons who acquired shares of Voting Stock
pursuant to a Qualifying Offer (or a wholly owned subsidiary of any such Person
or Persons), (ii) the price per share of Voting Stock offered in such
transaction is not less than the price per share of Voting Stock paid to all
holders of shares of Voting Stock whose shares were purchased pursuant to such
Qualifying Offer and (iii) the form of consideration being offered to the
remaining holders of shares of Voting Stock pursuant to such transaction is
cash. Upon consummation of any such transaction contemplated by this Section
13(d), all Rights hereunder shall expire.

          Section 14.  Fractional Rights and Fractional Shares.
                       ---------------------------------------

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

                  (b)  The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one

                                       30
<PAGE>

one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock). In lieu of fractional shares of Preferred Stock that
are not integral multiples of one one-hundredth of a share of Preferred Stock,
the Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one one-hundredth of a share of
Preferred Stock. For purposes of this Section 14(b), the current market value of
one one-hundredth of a share of Preferred Stock shall be one one-hundredth of
the closing price of a share of Preferred Stock (as determined pursuant to
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of
such exercise.

                  (c)  Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of Voting Stock upon
exercise of the Rights or to distribute certificates which evidence fractional
shares of Voting Stock. In lieu of fractional shares of Voting Stock, the
Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one share of Voting Stock. For purposes
of this Section 14(c), the Current Market Value of one share of Voting Stock
shall be the closing price of one share of such Voting Stock for the Trading Day
immediately prior to the date of such exercise.

                  (d)  The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right, except as permitted by this Section 14.

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

                                       31
<PAGE>

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

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

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

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

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

          Section 17.  Rights Certificate Holder Not Deemed a Stockholder.  No
                       --------------------------------------------------
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one one-
hundredths of a share of Preferred Stock or any other securities of the Company
which may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights Certificate, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon

                                       32
<PAGE>

any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in Section 24 hereof),
or to receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Rights Certificate shall have been exercised in
accordance with the provisions hereof.

          Section 18.  Concerning the Rights Agent.
                       ---------------------------

                  (a)  The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the administration, execution
or 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, incurred without negligence, bad
faith or willful misconduct (as finally determined by a court of competent
jurisdiction) on the part of the Rights Agent, for anything done or omitted by
the Rights Agent in connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against any claim of
liability in the premises.

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

                  (c)  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.

          Section 19.  Merger or Consolidation or Change 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

                                       33
<PAGE>

successor Rights Agent shall be a party, or any Person succeeding to the
shareholder services business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that such Person would be eligible for
                --------  -------
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Rights Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or in
the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

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

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

                  (a)  The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the 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
or omitted by it in good faith and in accordance with such advice or opinion.

                  (b)  Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person and
the determination of Current Market Price) be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a certificate signed by
the Chairman of the

                                       34
<PAGE>

Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company and delivered
to the Rights Agent; and such certificate shall be full authorization and
protection to the Rights Agent, and the Rights Agent shall incur no liability
for or in respect of, any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

                  (c)  The Rights Agent shall be liable hereunder only for its
own negligence, bad faith or willful misconduct (as finally determined by a
court of competent jurisdiction).

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

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

                  (g)  The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to

                                       35
<PAGE>

apply to such officers for advice or instructions in connection with its duties,
and it shall not be liable for any action taken or suffered to be taken by it in
good faith in accordance with instructions of any such officer.

                  (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 pecuniarily
interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely
as though it were not Rights Agent under this Agreement. Nothing herein shall
preclude the Rights Agent from acting in any other capacity for the Company or
for any other 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 or any other Person
resulting from any such act, default, neglect or misconduct; provided, however,
                                                             --------  -------
reasonable care was exercised in the selection and continued employment thereof.

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

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

          Section 21.  Change of Rights Agent. The Rights Agent or any successor
                       ----------------------
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Voting Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights Agent
upon thirty (30) days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Voting Stock and Preferred Stock, by registered or certified mail, and to the
holders of the Rights Certificates by first-class mail.  If the Rights Agent
shall resign or be removed or shall otherwise become

                                       36
<PAGE>

incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of thirty
(30) days after giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Rights Certificate (who shall, with such
notice, submit his Rights Certificate for inspection by the Company), then any
registered holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be (a) a
Person organized and doing business under the laws of the United States or of
any state thereof so long as such Person is authorized to do business in the
State of New York and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000 or (b) any affiliate
thereof. After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Voting Stock
and the Preferred Stock, and mail a notice thereof in writing to the registered
holders of the Rights Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

          Section 22.  Issuance of New Rights Certificates. Notwithstanding any
                       -----------------------------------
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Voting Stock following the Distribution
Date and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Voting Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement outstanding,
granted or awarded prior to the Distribution Date, or upon the exercise,
conversion or exchange of securities hereinafter issued by the Company, and (b)
may, in any other case, if deemed necessary or appropriate by the Board of
Directors, issue Rights Certificates representing the appropriate number of
Rights in connection with such issuance or sale; provided, however, that (i) no
                                                 --------  -------
such Rights Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would

                                       37
<PAGE>

create a significant risk of material adverse tax consequences to the Company or
the Person to whom such Rights Certificate would be issued, and (ii) no such
Rights Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

          Section 23.  Redemption and Termination.
                       --------------------------

                  (a)  The Board of Directors may, at its option, at any time
prior to the earlier of (i) the close of business on the tenth Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the tenth
Business Day following the Record Date), or (ii) the Final Expiration Date,
redeem all but not less than all of the then outstanding Rights at a redemption
price of $.0l per Right, as such amount may be appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). To encourage third parties seeking to acquire the Company to make a
non-coercive offer which will maximize value for all stockholders, the Board of
Directors shall consider, in determining whether to redeem the Rights in
connection with any proposal or offer, whether such proposal or offer meets the
requirements of a Qualifying Offer, and, if not, in which respects such offer or
proposal fails to meet such requirements. The Company may, at its option, pay
the Redemption Price in cash, shares of Voting Stock (based on the Current
Market Price of such shares at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors. Notwithstanding
anything contained in this Agreement to the contrary, the Rights shall not be
exercisable after the first occurrence of a Section 11(a)(ii) Event until such
time as the Company's right of redemption hereunder has expired.

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

                                       38
<PAGE>

          Section 24.  Notice of Certain Events.
                       ------------------------

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

               (b)  In case any Section 11(a)(ii) Event hereof shall occur,
then, in any such case, (i) the Company shall as soon as practicable thereafter
give to each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 25 hereof, a notice of the occurrence of such event,
which shall specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding
paragraph to Preferred Stock shall be deemed thereafter to refer to Voting Stock
and/or, if appropriate, other securities.

                                       39
<PAGE>

          Section 25.  Notices. Notices or demands authorized by this Agreement
                       -------
to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

          United States Steel Corporation
          600 Grant Street
          Pittsburgh, Pennsylvania 15219-4776
          Attention: Corporate Secretary

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

          __________________________________

          __________________________________

          Attention:

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Voting Stock) 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.

In the event that the Company is required to make a public announcement or
provide notice to the holders of Rights Certificates pursuant to any provision
of this Agreement, it shall provide such announcement or notice to the Rights
Agent on or prior to the date of such announcement or provision of notice.

          Section 26.  Supplements and Amendments.  Prior to the Distribution
                       --------------------------
Date, and subject to the last sentence of this Section 26, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Voting Stock.  From and after the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs, supplement or
amend this Agreement without the approval of any holders of Rights Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained

                                       40
<PAGE>

herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
Rights Agent or the holders of Rights Certificates (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring Person); provided, this
                                                             --------
Agreement may not be supplemented or amended to lengthen, pursuant to clause
(iii) of this sentence, (A) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable, or (B) any other
time period, unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon
the delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 26 and provided such supplement or amendment does not adversely
affect the Rights Agent's duties, liabilities or obligations hereunder, the
Rights Agent shall execute such supplement or amendment. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Voting Stock. Notwithstanding
anything herein to the contrary, this Agreement may not be amended at a time
when the Rights are not redeemable.

          Section 27.  Successors.  All the covenants and provisions of this
                       ----------
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

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

                                       41
<PAGE>

liability to the holders of the Rights. Nothing contained in this Agreement
shall be deemed to be in derogation of the obligation of the Board of Directors
to exercise its fiduciary duty or shall be construed to suggest or imply that
the Board of Directors shall not be entitled to reject any Qualifying Offer, or
to recommend that holders of shares of Voting Stock reject any Qualifying Offer,
or to take any other action (including, without limitation, commencing,
prosecuting, defending or settling any litigation, recommending that
stockholders tender into any other offer, taking any action permitted under any
applicable state laws or proposing or engaging, at any time, in any acquisition,
disposition or other transfer of any securities of the Company, any merger or
consolidation involving the Company, any sale or other transfer of assets of the
Company, any recapitalization, liquidation, dissolution or winding up of the
Company, or any other business combination or other transaction) with respect to
any Qualifying Offer that the Board of Directors believes is necessary or
appropriate in the exercise of such fiduciary duty.

          Section 29.  Exchange.
                       --------

               (a)  The Board of Directors may, at its option, at any time after
any Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become void pursuant to the provision of Section 7(e) hereof), as the case may
be, for shares of Voting Stock at an exchange ratio of one share of Voting Stock
per Right and appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such exchange ratio
being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time after any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any such Subsidiary, or any
entity holding shares of Voting Stock for or pursuant to the terms of any such
plan), together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of shares of Voting Stock representing 50% or more of the
Voting Power of the Company.

               (b)  Immediately upon the action of the Board of Directors
ordering the exchange of any Rights pursuant to subsection (a) of this Section
29 and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of shares of Voting Stock equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange; provided,
                                                                --------
however, that the failure to give, or any defect in, such notice shall not
-------
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be

                                       42
<PAGE>

deemed given, whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the shares of Voting
Stock for Rights will be effected and, in the event of any partial exchange, the
number of Rights which will be exchanged. Any partial exchange shall be affected
pro rata based on the number of Rights (other than Rights which have become void
pursuant to the provisions of Section 7(e) hereof) held by each holder of
Rights.

               (c)  In any exchange pursuant to this Section 29, the Company, at
its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as
such term is defined in Section 11(b) hereof) for shares of Voting Stock
exchangeable for Rights, at the initial rate of one one-hundredths of a share of
Preferred Stock (or Equivalent Preferred Stock) for each share of Voting Stock,
as appropriately adjusted to reflect stock splits, stock dividends or other
similar transactions after the date hereof.

               (d)  In the event that there shall not be sufficient shares of
Voting Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 29, the
Company shall take all such action as may be necessary to authorize additional
shares of Voting Stock for issuance upon exchange of the Rights.

               (e)  The Company shall not be required to issue fractions of
shares of Voting Stock or to distribute certificates which evidence fractional
shares of Voting Stock. In lieu of such fractional shares of Voting Stock, there
shall be paid to the registered holders of the Rights Certificates with regard
to which such fractional shares of Voting Stock would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
share of Voting Stock. For the purposes of this subsection (e), the current
market value of a whole share of Voting Stock shall be the closing price of such
share of Voting Stock (as determined pursuant to Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of exchange pursuant to this
Section 29.

          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 and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Voting Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Voting Stock).

          Section 31.  Severability.  If any term, provision, covenant or
                       ------------
restriction of this Agreement is held by a court of competent jurisdiction or
other

                                       43
<PAGE>

authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
--------  -------
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors determines in its good faith judgment that severing the invalid
language from this Agreement would adversely affect the purpose or effect of
this Agreement, the right of redemption set forth in Section 23 hereof (if it
has expired) shall be reinstated and shall not expire until the close of
business on the tenth day following the date of such determination by the Board
of Directors and the Company shall promptly notify the Rights Agent of such
reinstatement.

          Section 32.  Governing Law. This Agreement, each Right and each Rights
                       -------------
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State; 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 of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

          Section 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.


                           [SIGNATURE PAGE FOLLOWS]

                                       44
<PAGE>

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


                                   UNITED STATES STEEL CORPORATION



                                        By:    _________________________

                                        Name:  _________________________

                                        Title: _________________________


                                   _____________________________________


                                        By:    _________________________

                                        Name:  _________________________

                                        Title: _________________________
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                         SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED STOCK


     On ___________, 2001, the Board of Directors of United States Steel
Corporation (the "Company") adopted a Stockholder Rights Plan and declared a
dividend distribution of (i) one Right (a "Right") for each outstanding share of
Common Stock of the Company (the "Voting Stock") to stockholders of record at
the close of business on ______________, 2001 (the "Record Date").  Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one one-hundredth of a share (a "Unit") of Series A Junior Preferred Stock, no
par value (the "Preferred Stock"), at a Purchase Price of $_____ in cash per
Unit, subject to adjustment.  The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
______________, as Rights Agent.

     Initially, the Rights will be attached to all certificates representing
shares of Voting Stock then outstanding, and no separate Rights Certificates
will be distributed.  Subject to certain exceptions specified in the Rights
Agreement, the Rights will separate from the certificates representing shares of
Voting Stock and a Distribution Date will occur upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of Voting Stock representing
15% or more of the outstanding Voting Power of the Company (the "Stock
Acquisition Date") other than as a result of repurchases of stock by the Company
or certain inadvertent actions by institutional or certain other stockholders,
or (ii) 10 business days (or such later date as the Board of Directors shall
determine) following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an Acquiring Person.  Until the
Distribution Date, (i) the Rights will be evidenced by the certificates
representing shares of Voting Stock and will be transferred with and only with
such certificates, (ii) new Voting Stock certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Voting Stock
outstanding will also constitute the transfer of the Rights associated with the
Voting Stock represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will expire
at the close of business on _____________, _____  unless such date is extended
or the Rights are earlier redeemed or exchanged by the Company as described
below.  Pursuant to the Rights Agreement, the Company reserves the right to
require prior to
<PAGE>

the occurrence of a Triggering Event (as defined below) that, upon any exercise
of Rights, a number of Rights be exercised so that only whole shares (or
fractions which are integral multiples of one one-hundredth of a share) of
Preferred Stock will be issued.

     As soon as practicable after the Distribution Date, Certificates for Rights
will be mailed to holders of record of the Voting Stock as of the close of
business on the Distribution Date and, thereafter, the separate Certificates for
Rights alone will represent the Rights.  Except as otherwise determined by the
Board of Directors, Rights will be issued in connection with all shares of
Voting Stock issued by the Company, including shares of Voting Stock issued upon
the exercise of employee stock options or the conversion of convertible
securities issued after ___________, 2001 but prior to the Distribution Date.

     In the event that a Person becomes an Acquiring Person, except pursuant to
a Qualifying Offer (as defined below), each holder of a Right (other than the
Acquiring Person and certain related parties) will thereafter have the right to
receive, upon exercise, Voting Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right.  However, Rights are not exercisable until such
time as the Rights are no longer redeemable by the Company, as set forth below.
A "Qualifying Offer" is defined as an all-cash tender offer for all outstanding
Voting Stock that is fully financed, remains open for a period of at least 45
Business Days, results in the offeror owning shares of Voting Stock representing
a majority of the Voting Power as of the day immediately prior to the date of
announcement of such offer, assures a prompt second-step acquisition of shares
not purchased in the initial offer at the same price as the initial offer and
meets certain other requirements.

     For example, at an exercise price of $ ____ per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $ ____
worth of Voting Stock (or other consideration, as noted above) for $ _____.
Assuming that the Voting Stock had a per share value of $______at such time, the
holder of each valid Right would be entitled to purchase four shares of Voting
Stock for $____.

     In the event that, at any time following the Stock Acquisition Date, (i)
the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company engages in
a merger or other business transaction in which the Company is the surviving
corporation and the Voting Stock is changed or exchanged, or (iii) 50% or more
of the Company's assets or earning power is sold or transferred, each holder of
a Right (other than Rights that previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, Common Stock of the
acquiring company having a value

                                       2
<PAGE>

equal to two times the exercise price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."

     The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the Current Market Price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price.  No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.

     Up to and including the tenth business day after the Stock Acquisition Date
(subject to extension), the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right payable in stock or cash or any other form of
consideration deemed appropriate by the Board of Directors (the "Redemption
Price").  Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

     The Board of Directors may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the outstanding and
exercisable Rights (other than Rights held by the Acquiring Person and certain
related parties) for shares of Voting Stock at an exchange ratio of one share of
Voting Stock per Right (subject to certain anti-dilution adjustments). However,
the Board of Directors may not effect such an exchange at any time any Person or
group owns Voting Stock representing 50% or more of the Voting Power of the
Company then outstanding. Immediately after the Board of Directors orders such
an exchange, the right to exercise the Rights shall terminate and the holders of
Rights shall thereafter only be entitled to receive shares of Voting Stock at
the applicable exchange ratio.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.  While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the

                                       3
<PAGE>

circumstances, recognize taxable income in the event that the Rights become
exercisable for Voting Stock (or other consideration), of the Company or for
Common Stock of the acquiring company as set forth above.

     Any of the provisions of the Rights Agreement may be amended by the Board
of Directors prior to the Distribution Date.  After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of Directors in
order to cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period under
the Rights Agreement.  The foregoing notwithstanding, no amendment may be made
at such time as the Rights are not redeemable.

     A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A.  A
copy of the Rights Agreement is available free of charge from the Rights Agent.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.

                                       4
<PAGE>

                                                                       Exhibit B
                                                                       ---------

                         [Form of Rights Certificate]
                          --------------------------


Certificate No- R-                              _________ Rights

NOT EXERCISABLE AFTER _______________ UNLESS EX TENDED PRIOR THERETO BY THE
BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY.  THE RIGHTS ARE
SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.0l PER RIGHT ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.
[THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY
OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REP RESENTED
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e)
OF SUCH AGREEMENT.]/*/

Rights Certificate

UNITED STATES STEEL CORPORATION


     This certifies that

          , or registered assigns, is the registered owner of the number of
Rights set forth above, each of which entitles the owner thereof, subject to the
terms, provisions and conditions of the Rights Agreement, dated as
of_______________, 2001 (the "Rights Agreement"), between United States Steel
Corporation, a Delaware corporation (the "Company"), and ___________ (the
"Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M.
(New York City time) on ______________ (unless extended prior

---------------------
/*/  The portion of the legend in brackets shall be inserted only if applicable
     and shall replace the preceding sentence.
<PAGE>

thereto by the Board of Directors) at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one one-
hundredth of a fully paid, non-assessable share of Series A Junior Preferred
Stock (the "Preferred Stock") of the Company, at a purchase price of $____ in
cash per one one-hundredth of a share (the "Purchase Price"), upon presentation
and surrender of this Rights Certificate with the Form of Election to Purchase
and related Certificate duly executed.  The number of Rights evidenced by this
Rights Certificate (and the number of shares that may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of _________, 2001, based on the Preferred
Stock as constituted at such date.  Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a Triggering
Event (as such term is defined in the Rights Agreement) that, upon any exercise
of Rights, a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued.

     Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined
in the Rights Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of
any such Acquiring Person (as such terms are defined in the Rights Agreement),
(ii) a transferee of any such Acquiring Person, Associate or Affiliate, or
(iii) under certain circumstances specified in the Rights Agreement, a
transferee of a person who, after such transfer, became an Acquiring Person or
an Affiliate or Associate of an Acquiring Person, such Rights shall become null
and void and no holder hereof shall have any right with respect to such Rights
from and after the occurrence of such Section 11(a)(ii) Event.

     As provided in the Rights Agreement, the Purchase Price and the number and
kind of shares of Preferred Stock or other securities, which may be purchased
upon the exercise of the Rights evidenced by this Rights Certificate are subject
to modification and adjustment upon the happening of certain events, including
Triggering Events.

     This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights including the temporary suspension of the exercisability
of such Rights under the specific circumstances set forth in the Rights
Agreement.  Copies of the Rights Agreement are on file at the office of the
Rights Agent designated for such purpose and are also available upon written
request to the Rights Agent.

                                       2
<PAGE>

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

     Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be redeemed by the Company at its option at a redemption
price of $.01 per Right (payable in cash or stock or any other form of
consideration deemed appropriate by the Board of Directors as set forth in the
Rights Agreement) (the "Redemption Price") at any time prior to the earlier of
the close of business on (i) the tenth Business Day following the Stock
Acquisition Date (as such time period may be extended pursuant to the Rights
Agreement), and (ii) the Final Expiration Date.  In addition, under certain
circumstances following the Stock Acquisition Date, the Rights may be exchanged,
in whole or in part, for shares of the Voting Stock, or shares of preference
stock of the Company having essentially the same value or economic rights as
such shares.  Immediately upon the action of the Board of Directors authorizing
any such exchange, and without any further action or any notice, the Rights
(other than Rights which are not subject to such exchange) will terminate and
the Rights will only enable holders to receive the shares issuable upon such
exchange.

     No fractional shares of Preferred Stock will be issued upon the exercise of
any Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.  The
Company, at its election, may require that a number of Rights be exercised so
that only whole shares of Preferred Stock would be issued.

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

                                       3
<PAGE>

subscription rights, or otherwise, until the Right or Rights evidenced by this
Rights Certificate shall have been exercised as provided in the Rights
Agreement.

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

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


Dated as of _________________, ____


ATTEST:                                        UNITED STATES STEEL CORPORATION


_______________________________                By______________________
          Secretary                              Title:


Countersigned:

_______________________________


By_____________________________
      Authorized Signature

                                       4
<PAGE>

                 [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT
                              ------------------

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

FOR VALUE RECEIVED________________________________________hereby sells, assigns

and transfers unto______________________________________________________________

________________________________________________________________________________
                    (Print name and address of transferee)


this Rights Certificate, together with all right, title and interest therein,

and does hereby irrevocably constitute and appoint       , Attorney, to transfer

the within Rights Certificate on the books of the within-named Company, with

full power of substitution.

Dated:_________, ________


                                                   ___________________________
                                                   Signature

Signature Guaranteed:

                                       5
<PAGE>

                                  Certificate
                                  -----------

     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) this Rights Certificate [          ] is [        ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it
[     ] did [      ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Affiliate or Associate of an Acquiring Person.


Dated:______________,______                        ________________________
                                                   Signature

Signature Guaranteed:

                                    NOTICE
                                    ------


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

                                       6
<PAGE>

                         FORM OF ELECTION TO PURCHASE

                     (To be executed if holder desires to
                      exercise Rights represented by the
                              Rights Certificate)

To:  UNITED STATES STEEL CORPORATION:

     The undersigned hereby irrevocably elects to exercise____________Rights
represented by this Rights Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of the
Rights) and requests that certificates for such shares be issued in the name of
and delivered to:

Please insert social security
or other identifying number

________________________________________________________________________________
                        (Please print name and address)
________________________________________________________________________________

________________________________________________________________________________

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

Please insert social security
-----------------------------
or other identifying number
---------------------------

________________________________________________________________________________
                        (Please print name and address)
________________________________________________________________________________

________________________________________________________________________________

Dated:_________,_______


                                                   ________________________
                                                   Signature
Signature Guaranteed:

                                       7
<PAGE>

                                  Certificate
                                  -----------


     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) the Rights evidenced by this Rights Certificate [     ] are [     ] are
not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it
[     ] did [     ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.


Dated:_________,_______                            _____________________
                                                   Signature

Signature Guaranteed:


                                    NOTICE
                                    ------


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

                                       8