<PAGE>   1

                                                                     EXHIBIT 4.1

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                                RIGHTS AGREEMENT


                                   DATED AS OF

                                 AUGUST 3, 2000


                                     BETWEEN


                               VISX, INCORPORATED
                             A DELAWARE CORPORATION

                                       AND

                               FLEET NATIONAL BANK
                         A NATIONAL BANKING ASSOCIATION,
                                 AS RIGHTS AGENT




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<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

Section                                                                        Page
-------                                                                        ----
<S>                                                                            <C>
Certain Definitions...............................................................1
Appointment of Rights Agent.......................................................8
Issuance of Rights Certificates...................................................8
Form of Rights Certificates......................................................10
Countersignature and Registration................................................12
Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated,
Destroyed, Lost or Stolen Rights Certificates....................................12
Exercise of Rights; Purchase Price; Expiration Date of Rights....................13
Cancellation and Destruction of Rights Certificates..............................16
Reservation and Availability of Capital Stock....................................16
Common Stock Record Date.........................................................18
Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights......18
Certificate of Adjusted Purchase Price or Number of Shares.......................27
Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power..28
Fractional Rights and Fractional Shares..........................................31
Rights of Action.................................................................32
Agreement of Rights Holders......................................................32
Rights Certificate Holder Not Deemed a Stockholder...............................33
</TABLE>

                                       i
<PAGE>   3

<TABLE>
<CAPTION>

<S>                                                                            <C>
Concerning the Rights Agent.....................................................34
Merger or Consolidation or Change of Name of Rights Agent.......................34
Duties of Rights Agent..........................................................35
Change of Rights Agent..........................................................37
Issuance of New Rights Certificates.............................................38
Redemption and Termination......................................................39
Notice of Certain Events........................................................42
Notices.........................................................................43
Supplements and Amendments......................................................44
Successors......................................................................45
Determinations and Actions by the Board of Directors, etc.......................45
Benefits of this Agreement......................................................45
Severability....................................................................46
Governing Law...................................................................46
Counterparts....................................................................46
Descriptive Headings............................................................47
</TABLE>

                                       ii

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                                    EXHIBITS

Exhibit A -    Form of Rights Certificate

Exhibit B -    Form of Summary Rights


                                      iii

<PAGE>   5


                                RIGHTS AGREEMENT


               RIGHTS AGREEMENT, dated as of August 3, 2000 (the "Agreement"),
between VISX, Incorporated, a Delaware corporation (the "Company"), and Fleet
National Bank, a national banking association (the "Rights Agent").

                               W I T N E S S E T H

               WHEREAS, on July 28, 2000 (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 common stock, par value $0.01 per share, of the
Company (the "Common Stock") outstanding at the close of business on August 7,
2000 (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
hereof) for each share of Common Stock of the Company issued between the Record
Date (whether originally issued or delivered from the Company's treasury) and
the Distribution Date (as hereinafter defined) each Right initially representing
the right to purchase one share of Common Stock 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 (x) any Person who or
which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 10% or more of the shares of Common Stock then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii)
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, (iv) any Person who becomes the
Beneficial Owner of 10% or more of the shares of Common Stock then outstanding
as a result of a reduction in the number of shares of Common Stock outstanding
due to the repurchase of shares of Common Stock by the Company other than during
the


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<PAGE>   6

Special Period (as defined in Section 23(c) hereof) or at a time when the rights
are not redeemable, unless and until such Person, after becoming aware that such
Person has become the Beneficial Owner of 10% or more of the then outstanding
shares of Common Stock, acquires beneficial ownership of additional shares of
Common Stock representing 1% or more of the shares of Common Stock then
outstanding, (v) any Exempted Person, unless and until such Person is an
Exempted Person pursuant to clause (i) of the definition thereof and after the
date such Person initially is an Exempted Person, such Person acquires
beneficial ownership of additional shares of Common Stock representing 1% or
more of the shares of Common Stock then outstanding, (vi) any Passive
Institutional Investor, or (vii) any such Person who has reported or is required
to report such ownership on Schedule 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 Common Stock) and, within ten
(10) Business Days of being requested by the Company to advise it regarding the
same, certifies to the Company that such Person acquired shares of Common Stock
in excess of 9.9% 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 Common Stock while the Beneficial Owner of 10% or
more of the shares of Common Stock then outstanding; that if the Person
requested to so certify fails to do so within ten (10) Business Days, then such
Person shall become an Acquiring Person immediately after such 10-Business-Day
period or (y) any Person who or which has entered into any agreement or
arrangement with the Company or any Subsidiary of the Company providing for an
Acquisition Transaction (as defined in Section 1(b) hereof).

                      (b) "Acquisition Transaction" shall mean (x) a merger,
consolidation or similar transaction involving the Company or any of its
Subsidiaries as a result of which stockholders of the Company will no longer own
a majority of the outstanding shares of Common Stock of the Company or a
publicly traded entity which controls the Company or, if appropriate, the entity
into which the Company may be merged, consolidated or otherwise combined (based
solely on the shares of Common Stock received or retained by such stockholders,
in their capacity as stockholders of the Company, pursuant to such transaction),
(y) a purchase or other acquisition of all or a substantial portion of the
assets of the

                                       2
<PAGE>   7
Company and its Subsidiaries, or (z) a purchase or other acquisition of
securities representing 10% or more of the shares of Common Stock then
outstanding.

                      (c) "Act" shall mean the Securities Act of 1933.

                      (d) "Affected Transaction" shall have the meaning set
forth in Section 23(c) hereof.

                      (e) "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.

                      (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," (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 (as hereinafter defined), or (C) securities issuable upon exercise
        of Rights from and after the occurrence of a Triggering Event which
        Rights were acquired by such Person or any of such Person's Affiliates
        or Associates prior to the Distribution Date (as hereinafter defined) 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


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<PAGE>   8

        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 provisions of the General Rules and
        Regulations under the Exchange Act, and (B) is not reportable by such
        Person on Schedule 13D under the Exchange Act (or any comparable or
        successor report); or

                             (iii)  which are beneficially owned, directly
        or indirectly, by any other Person (or any Affiliate or Associate
        thereof) with which such Person (or any of such Person's Affiliates or
        Associates) has any agreement, arrangement or understanding (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 (d)) or disposing of any voting
        securities of the Company; provided, however, that nothing in this
        paragraph (d) shall cause a Person engaged in business as an underwriter
        of securities to be the "Beneficial Owner" of, or to "beneficially own,"
        any securities acquired through such Person's participation in good
        faith in a firm commitment underwriting until the expiration of forty
        days after the date of such acquisition, and then only if such
        securities continue to be owned by such Person at such expiration of
        forty days and provided further, however, that any stockholder of the
        Company, with affiliate(s), associate(s) or other person(s) who may be
        deemed representatives of it serving as director(s) of the Company,
        shall not be deemed to beneficially own securities held by other Persons
        as a result of (i) persons affiliated or otherwise associated with such
        stockholder serving as directors or taking any action in connection
        therewith, (ii) discussing the status of its shares with the Company or
        other stockholders of the Company similarly situated or (iii) voting or
        acting in a manner similar to other stockholders similarly situated,
        absent a specific finding by the Board of Directors of an express
        agreement among such stockholders to act


                                       4
<PAGE>   9

        in concert with one another as stockholders so as to cause, in the good
        faith judgment of the Board of Directors, each such stockholder to be
        the Beneficial Owner of the shares held by the other stockholder(s).

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

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

                      (i) "Common Stock" shall mean the common stock, par value
$.01 per share, of the Company, except that "Common Stock" when used with
reference to any Person other than the Company shall mean the capital stock of
such Person with the greatest voting power, or the equity securities or other
equity interest having power to control or direct the management, of such
Person.

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

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

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

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

                      (n) "Exchange Act" shall mean the Securities and Exchange
Act of 1934.

                      (o) "Exempted Person" shall mean any Person who (i) is the
Beneficial Owner, on the date hereof, of securities representing 10% or more of
the shares of Common Stock outstanding on the date hereof, and such Person's
Affiliates and Associates (provided that any Person who, following the date
hereof,


                                       5
<PAGE>   10

fails to continue to be the Beneficial Owner of securities representing at least
10% of the shares of Common Stock outstanding at any time shall, as of such
date, no longer be deemed to be a "Exempted Person" pursuant to this clause(i))
or, (ii) becomes, after the date hereof, the Beneficial Owner of securities
representing 10% or more of the outstanding shares of Common Stock as a result
of a Qualified Offer.

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

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

                      (r) "Independent Advisor" shall have the meaning set forth
in Section 23(c) hereof.

                      (s) "Interest" shall have the meaning set forth in Section
23(c) hereof.

                      (t) "Passive Institutional Investor" shall mean an
institutional investor that, together with its Affiliates and Associates, is (A)
the Beneficial Owner of less than 15% of the shares of Common Stock then
outstanding and (B) such investor reports or is required to report such
ownership on Schedule 13G of the Exchange Act (or any comparable or successor
report) and is not permitted to, and does not, report such ownership on Schedule
13D under the Exchange Act (or any comparable or successor report); provided
that any such Person that, together with its Affiliates and Associates, (A)
becomes the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding or (B) becomes required to report, or reports, such ownership on
Schedule 13D of the Exchange Act (or any comparable or successor report) shall,
at such time, immediately cease to be a Passive Institutional Investor.

                      (u) "Person" shall mean any individual, firm, corporation,
partnership or other entity.

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

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



                                       6
<PAGE>   11
                      (x) "Qualified Offer" shall have the meaning set forth in
Section 11(a)(ii) hereof.

                      (y) "Record Date" shall have the meaning set forth in the
WHEREAS clause at the beginning of this Agreement.

                      (z) "Rights" shall have the meaning set forth in the
WHEREAS clause at the beginning of this Agreement.

                      (aa) "Rights Agent" shall have the meaning set forth in
the parties clause at the beginning of this Agreement.

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

                      (aa) "Rights Dividend Declaration Date" shall have the
meaning set forth in the WHEREAS clause at the beginning of this Agreement.

                      (bb1.) "Section 11(a)(ii) Event" shall mean any event
described in Section 11(a)(ii) hereof.

                      (cc1.) "Section 13 Event" shall mean any event described
in clauses (x), (y) or (z) of Section 13(a) hereof.

                      (dd1.) "Special Period" shall have the meaning set forth
in Section 23(c) hereof.

                      (ee1.) "Spread" shall have the meaning set forth in
Section 11(a)(iii) hereof.

                      (ff1.) "Stock Acquisition Date" shall mean the earlier (i)
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 pursuant to clause (x) of the definition of
Acquiring Person other than pursuant to a Qualified Offer , and (ii) the date
that an Acquiring Person has become such pursuant to clause (y) of the
definition of Acquiring Person.

                                       7
<PAGE>   12

                      (gg1.) "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.

                      (hh1.) "Substitution Period" shall have the meaning set
forth in Section 11(a)(iii) hereof.

                      (ii1.) "Summary of Rights" shall have the meaning set
forth in Section 3(b) hereof.

                      (jj1.) "Transaction" shall have the meaning set forth in
Section 23(c) hereof.

                      (kk1.) "Trading Day" shall have the meaning set forth in
Section 11(d)(i) hereof.

                      (ll1.) "Triggering Event" shall mean any Section 11(a)(ii)
Event or any Section 13 Event.

                      (mm1.) "Value Enhancement Procedures" shall have the
meaning set forth in Section 23(c) hereof.

               Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-rights agents as
it may deem necessary or desirable, upon 10 days' prior written notice to the
Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no
event be liable for, the acts or omissions of any such co-rights agent.

               Section 3.  Issuance 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 the Board of Directors shall determine
provided, however, that no deferral of a Distribution Date by the Board of
Directors pursuant to this clause (ii) may be made at any time during the
Special Period) after the date of the commencement of 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

                                       8
<PAGE>   13

the Company, or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan) within the meaning of
Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, or
any successor provision thereto, if upon consummation thereof, such Person would
become an Acquiring Person, in either instance other than pursuant to a
Qualified 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
Common Stock registered in the names of the holders of the Common Stock (which
certificates for Common Stock shall be deemed also to be certificates for
Rights) and not by separate certificates, and (y) the Rights will be
transferable only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company). As soon as practicable after
the Distribution Date, the Rights Agent will send by first-class, insured,
postage-prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date, at the address of such holder shown on the
records of the Company, one or more right certificates, in substantially the
form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for
each share of Common Stock so held, subject to adjustment as provided herein. In
the event that an adjustment in the number of Rights per share of Common Stock
has been made, at 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
substantially the form attached hereto as Exhibit B (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 Common Stock outstanding
as of the Record Date, until the Distribution Date, the Rights will be evidenced
by such certificates for the Common Stock and the registered holders of the
Common Stock shall also be the registered holders of the associated Rights.
Until the earlier of the Distribution Date or the Expiration Date (as such term
is defined in Section 7(a) hereof), the transfer of any certificates
representing shares of Common Stock in respect of which Rights have been issued
shall also constitute the transfer of the Rights associated with such shares of
Common Stock.

                                       9
<PAGE>   14

                      (c) Rights shall be issued in respect of all shares of
Common Stock which are issued (whether originally issued or from the Company's
treasury) after the Record Date but prior to the earlier of the Distribution
Date or the Expiration Date. Certificates representing such shares of Common
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 between VISX,
        Incorporated (the "Company") and the Rights Agent thereunder (the
        "Rights Agreement"), the terms of which are hereby incorporated herein
        by reference and a copy of which is on file at the principal offices of
        the Company. Under certain circumstances, as set forth in the Rights
        Agreement, such Rights will be evidenced by separate certificates and
        will no longer be evidenced by this certificate. 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 Common Stock represented by such certificates shall be
evidenced by such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the transfer
of any of such certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.

               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 each
be substantially in the form set forth in Exhibit A hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable

                                       10
<PAGE>   15

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 shares of Common Stock as shall be set forth therein at
the price set forth therein (such exercise price per 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(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 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 such
Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect avoidance of Section 7(e) hereof, and
any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon
transfer, exchange, replacement or adjustment of any other Rights Certificate
referred to in this sentence, shall contain (to the extent feasible) the
following legend:

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


                                       11
<PAGE>   16

               Section 5.  Countersignature and Registration.

                      (a) The Rights Certificates shall be executed on behalf of
the Company by its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the
Company's seal or a facsimile thereof which shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature. The Rights Certificates shall be 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, the Rights Agent will
keep, or cause to be kept, at its principal office or offices designated as the
appropriate place for surrender of Rights Certificates upon exercise or
transfer, books for registration and transfer of the Rights Certificates issued
hereunder. Such books shall show the names and addresses of the respective
holders of the Rights Certificates, the number of Rights evidenced on its face
by each of the Rights Certificates and the date of each of the Rights
Certificates.

               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 may be transferred, split up,
combined or exchanged for another Rights Certificate or Certificates, entitling
the registered holder to purchase a like number of shares of Common Stock, other
securities, cash or other assets, as the case may be as the Rights Certificate
or Certificates surrendered then entitles 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


                                       12
<PAGE>   17

shall surrender the Rights Certificate or Certificates to be transferred, split
up, combined or exchanged at the principal office or offices of the Rights Agent
designated for such purpose. Neither the Rights Agent nor the Company shall be
obligated to take any action whatsoever with respect to the transfer of any such
surrendered Rights Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on the reverse
side of such Rights Certificate and shall have provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e) and
Section 14 hereof, countersign and deliver to the Person entitled thereto a
Rights Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange 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, at any time after the
Distribution Date the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein including,
without limitation, the restrictions on exercisability set forth in Section
9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect to
the total number of shares (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) 5:00 P.M., Santa Clara,


                                       13
<PAGE>   18

California time, on July 28, 2010, or such later date as may be established by
the Board of Directors prior to the expiration of the Rights (such date, as it
may be extended by the Board of Directors, the ("Final Expiration Date"), or
(ii) the time at which the Rights are redeemed as provided in Section 23 hereof
(the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

                      (b) The Purchase Price for each share of Common Stock
pursuant to the exercise of a Right shall initially be $150, and shall be
subject to adjustment from time to time as provided in Section 11 and Section
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 share of Common 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 Common Stock (or make available, if the Rights
Agent is the transfer agent for such shares) certificates for the total number
of shares of Common 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 Common Stock
issuable upon exercise of the Rights hereunder with a depositary agent,
requisition from the depositary agent depositary receipts representing such
number of shares of Common Stock as are to be purchased (in which case
certificates for the shares of Common Stock represented by such receipts shall
be deposited by the transfer agent with the depositary agent) and the Company
will direct the depositary agent to comply with such request, (ii) requisition
from the Company the amount of cash, if any, to be paid in lieu of fractional
shares in accordance with Section 14 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to or, upon
the order of the registered holder of such Rights Certificate, registered in
such name or names as may be designated by such holder, and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the registered
holder of such Rights Certificate. The payment of the Purchase Price (as such
amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in
cash or by certified bank check or bank draft payable to the order of the
Company. In the event that the Company is obligated to issue other securities of
the Company, pay cash and/or distribute other property pursuant to Section 11(a)
hereof, the Company will make all arrangements necessary so that such other

                                       14
<PAGE>   19

securities, cash and/or other property are available for distribution by the
Rights Agent, if and when appropriate.

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

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


                                       15
<PAGE>   20

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
Common Stock and/or other securities or out of its authorized and issued shares
held in its treasury, the number of shares of Common Stock and/or other
securities that, as provided in this Agreement, including Section 11(a)(iii)
hereof, will be sufficient to permit the exercise in full of all outstanding
Rights.

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

                      (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 Act, with respect
to the securities purchasable upon exercise of the Rights on an appropriate
form, (ii) cause such

                                       16
<PAGE>   21

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

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

                      (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 shares of Common Stock and/or
other securities, as the case may be, upon the exercise of Rights. The Company
shall not, however, be required to pay any transfer tax which may be payable in
respect of any transfer or delivery of Rights Certificates to a Person other
than, or the issuance or delivery of the shares of Common Stock and/or other
securities, as the case may be, in respect of a name other than that of the
registered holder of the Rights Certificates evidencing Rights surrendered for
exercise or to issue or deliver any certificates for shares of Common Stock
and/or other securities, as the case may be, in a name other than that


                                       17
<PAGE>   22

of the registered holder upon the exercise of any Rights until such tax shall
have been paid (any such tax being payable by the holder of such Rights
Certificate at the time of surrender) or until it has been established to the
Company's satisfaction that no such tax is due.

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

               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 Common Stock
        payable in shares of Common Stock, (B) subdivide the outstanding Common
        Stock, (C) combine the outstanding Common Stock into a smaller number of
        shares, or (D) issue any shares of its capital stock in a
        reclassification of the Common 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)


                                       18
<PAGE>   23

        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 Common 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 Common
        Stock or capital stock, as the case may be, which, if such Right had
        been exercised immediately prior to such date and at a time when the
        Common 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 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 Common Stock pursuant to a tender offer or an
        exchange offer for all outstanding shares of Common Stock at a price and
        on terms determined by at least a majority of the members of the Board
        of Directors who are not officers of the Company and who are not
        representatives, nominees, Affiliates or Associates of an Acquiring
        Person, after receiving advice from one or more investment banking
        firms, to be (a) at a price which is fair to stockholders and not
        inadequate (taking into account all factors which such members of the
        Board of Directors deem relevant, including, without limitation, prices
        which could reasonably be achieved if the Company or its assets were
        sold on an orderly basis designed to realize maximum value) and (b)
        otherwise in the best interests of the Company and its stockholders
        (provided, however, that no such determination shall be made during the
        Special Period) (a "Qualified Offer")

then, promptly following the occurrence of such event, proper provision shall be
made so that each holder of a Right (except as provided below and in Section
7(e)

                                       19
<PAGE>   24

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 shares of Common Stock for which a Right was
theretofore exercisable, such number of shares of Common Stock of the Company as
shall equal the result obtained by (x) multiplying the then current Purchase
Price by the then number of shares of Common Stock for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event, and (y) dividing that product (which, following such first occurrence,
shall thereafter be referred to as the "Purchase Price" for each Right and for
all purposes of this Agreement) by 50% of the Current Market Price (determined
pursuant to Section 11(d) hereof) per share of Common Stock on the date of such
first occurrence (such number of shares, the "Adjustment Shares").

                          (iii) In the event that the number of shares of Common
        Stock which are authorized by the Company's Restated Certificate of
        Incorporation, but which 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 value of the Adjustment Shares issuable upon the exercise
        of a Right (the "Current Value"), and (B) with respect to each Right
        (subject to Section 7(e) hereof), make adequate provision to substitute
        for the Adjustment Shares, upon the exercise of a Right and payment of
        the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase
        Price, (3) Common Stock or other equity securities of the Company
        (including, without limitation, shares, or units of shares, of preferred
        stock which the Board of Directors has deemed to have essentially the
        same value or economic rights as shares of Common Stock (such shares of
        preferred stock being referred to as "Common Stock Equivalents")), (4)
        debt securities of the Company, (5) other assets, or (6) any combination
        of the foregoing, having an aggregate value equal to the Current Value,
        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, that 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 Company's right of redemption pursuant to Section 23(a)
        expires (the later of (x) and (y) being referred to herein

                                       20
<PAGE>   25

        as the "Section 11(a)(ii) Trigger Date"), then the Company shall be
        obligated to deliver, upon the surrender for exercise of a Right and
        without requiring payment of the Purchase Price, shares of Common Stock
        (to the extent available) and then, if necessary, cash, which shares
        and/or cash have an aggregate value equal to the Spread. For purposes of
        the preceding sentence, the term "Spread" shall mean the excess of (i)
        the Current Value over (ii) the Purchase Price. If the Board of
        Directors determines in good faith that it is likely that sufficient
        additional shares of Common Stock could be authorized for issuance upon
        exercise in full of the Rights, the thirty (30) day period set forth
        above may be extended to the extent necessary, but not more than ninety
        (90) days after the Section 11(a)(ii) Trigger Date, in order that the
        Company may seek stockholder approval for the authorization of such
        additional shares (such thirty (30) day period, as it may be extended,
        is herein called the "Substitution Period"). To the extent that action
        is to be taken pursuant to the first and/or third sentences of this
        Section 11(a)(iii), the Company (1) shall provide, subject to Section
        7(e) hereof, that such action shall apply uniformly to all outstanding
        Rights, and (2) may suspend the exercisability of the Rights until the
        expiration of the Substitution Period in order to seek such stockholder
        approval for such authorization of additional shares and/or to decide
        the appropriate form of distribution to be made pursuant to such first
        sentence and to determine the value thereof. In the event of any such
        suspension, the Company shall issue a public announcement stating that
        the exercisability of the Rights has been temporarily suspended, as well
        as a public announcement at such time as the suspension is no longer in
        effect. For purposes of this Section 11(a)(iii), the Current Value of
        the Common Stock shall be the Current Market Price per share of the
        Common 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 Common 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 Common Stock entitling
them to subscribe for or purchase (for a period expiring within forty-five (45)
calendar days after such record date) Common Stock or securities convertible
into Common Stock at a price per share of Common Stock (or having a conversion
price per share, if a security convertible into Common Stock) less than the
Current Market Price (as

                                       21
<PAGE>   26

determined pursuant to Section 11(d) hereof) per share of Common 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 Common Stock outstanding on such record date, plus the number of shares of
Common Stock which the aggregate offering price of the total number of shares of
Common 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
Common Stock outstanding on such record date, plus the number of additional
shares of Common Stock to be offered for subscription or purchase (or into which
the convertible securities so to be offered are initially convertible). In case
such subscription price may be paid by delivery of consideration, part or all of
which may be in a form other than cash, the value of such consideration shall be
as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the Rights. Shares of
Common 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 Common 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 Common Stock, but including
any dividend payable in stock other than Common Stock), or of subscription
rights or warrants (excluding those referred to in Section 11(b) hereof), the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the Current Market Price (as
determined pursuant to Section 11(d) hereof) per share of Common Stock on such
record date, less the fair market value (as determined in good faith by the
Board of Directors, whose determination shall be described in a statement filed
with the Rights Agent) of the portion of the cash, assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to a share of Common Stock, and the denominator of which shall be
such

                                       22
<PAGE>   27

Current Market Price (as determined pursuant to Section 11(d) hereof) per
share of Common 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.

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

                                       23
<PAGE>   28

prices as furnished by a professional market maker making a market in the Common
Stock selected by the Board of Directors. If on any such date no market maker is
making a market in the Common Stock, the fair value of such shares on such date
as determined in good faith by the Board 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 Common Stock are listed or admitted to trading
is open for the transaction of business or, if the shares of Common Stock are
not listed or admitted to trading on any national securities exchange, a
Business Day. If the Common Stock is not publicly held or not so listed or
traded, Current Market Price per share shall mean the fair value per share as
determined in good faith by the Board of Directors, whose determination shall be
described in a statement filed with the Rights Agent and shall be conclusive for
all purposes.

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

                      (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 Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Right and the Purchase Price thereof shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common 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 Common
Stock shall apply on like terms to any such other shares.

                      (g) All Rights originally issued by the Company subsequent
to any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of shares of


                                       24
<PAGE>   29

Common 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 immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
shares of Common Stock (calculated to the nearest one-ten-thousandth) obtained
by (i) multiplying (x) the number of shares 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 shares of Common 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 shares of Common Stock for which a
Right was exercisable immediately prior to such adjustment. Each Right held of
record prior to such adjustment of the number of Rights shall become that number
of Rights (calculated to the nearest one-ten-thousandth) obtained by dividing
the Purchase Price in effect immediately prior to adjustment of the Purchase
Price by the Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of its election to
adjust the number of Rights, indicating the record date for the adjustment, and,
if known at the time, the amount of the adjustment to be made. This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Rights Certificates have been issued, shall be at least ten (10)
days later than the date of the public announcement. If Rights Certificates have
been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Rights Certificates on such record date
Rights Certificates evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such holders
of record in substitution and replacement for the Rights Certificates held by
such holders prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Rights Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment. Rights Certificates
so to be


                                       25
<PAGE>   30

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 shares of Common Stock issuable upon the
exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to express the Purchase Price per share and the number of
shares which were expressed in the initial Rights Certificates issued hereunder.

                      (k) Before taking any action that would cause an
adjustment reducing the Purchase Price below the then stated value, if any, of
the shares of Common 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 shares of Common 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 until the occurrence of
such event the issuance to the holder of any Right exercised after such record
date the shares of Common Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the number of shares
of Common 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 or securities upon the occurrence of the event
requiring such adjustment.

                      (m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in their good faith judgment the Board of
Directors shall determine to be advisable in order that any (i) consolidation or
subdivision of the Common Stock, (ii) issuance wholly for cash of any shares of
Common Stock at less than the Current Market Price, (iii) issuance wholly for
cash of shares of Common Stock or securities which by their terms are
convertible into or exchangeable for shares of Common Stock, (iv) stock
dividends or (v) issuance of rights, options or

                                       26
<PAGE>   31

warrants referred to in this Section 11, hereafter made by the Company to
holders of its Common 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, cash
flow or earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), if (x) at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements in
effect which would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights or (y) prior to, simultaneously with or
immediately after such consolidation, merger or sale, the stockholders of the
Person who constitutes, or would constitute, the "Principal Party" for purposes
of Section 13(a) hereof shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates and Associates.

                      (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.

               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
Common Stock, a copy of such certificate and (c) if a Distribution Date has
occurred, mail 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.

                                       27
<PAGE>   32

               Section 13.  Consolidation, Merger or Sale or Transfer of Assets,
Cash Flow 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 consolidation or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer),
in one transaction or a series of related transactions, assets, cash flow or
earning power aggregating more than 50% of the assets, cash flow or earning
power of the Company and its Subsidiaries (taken as a whole) to any Person or
Persons (other than the Company or any Subsidiary of the Company in one or more
transactions each of which complies with Section 11(o) hereof), then, and in
each such case (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 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 shares of Common 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 shares for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the
Purchase Price in effect immediately prior to such first occurrence), and
dividing that product (which, following the first occurrence of a Section 13
Event, shall be referred to as the "Purchase Price" for each Right and for all
purposes of this Agreement) by (2) 50% of the Current Market Price (determined
pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such
Principal Party on the date of consummation of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and

                                       28
<PAGE>   33

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
        Common Stock of the Company are converted in such merger or
        consolidation, and if no securities are so issued, the Person that is
        the other party to such merger or consolidation; and

                             (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, cash flow 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 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

                                       29
<PAGE>   34

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; and

                             (ii) take such 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) will 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).

                      (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) if (i) such transaction is
consummated


                                       30
<PAGE>   35

with a Person or Persons who acquired shares of Common Stock pursuant to a
tender offer or exchange offer for all outstanding shares of Common Stock which
is a Qualified Offer as such term is defined in Section 11(a)(ii) hereof (or a
wholly owned subsidiary of any such Person or Persons), (ii) the price per share
of Common Stock offered in such transaction is not less than the price per share
of Common Stock paid to all holders of shares of Common Stock whose shares were
purchased pursuant to such tender offer or exchange offer and (iii) the form of
consideration being offered to the remaining holders of shares of Common Stock
pursuant to such transaction is the same as the form of consideration paid
pursuant to such tender offer or exchange offer. Upon consummation of any such
transaction contemplated by this Section 13(d), all Rights hereunder shall
expire.

               Section 14.  Fractional Rights and Fractional Shares.

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

                                       31
<PAGE>   36
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 Common Stock upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Common Stock. In lieu of
fractional shares of Common Stock, the Company may pay to the registered holders
of Rights Certificates at the time such Rights are exercised as herein provided
an amount in cash equal to the same fraction of the current market value of a
share of Common Stock. For purposes of this Section 14(b), the current market
value of a share of Common Stock shall be the closing price of one (1) share of
Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading
Day immediately prior to the date of such exercise.

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

               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:

                                       32
<PAGE>   37

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

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

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

                      (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 shares of Common Stock
or any other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Rights Certificate be construed to confer upon the holder of any
Rights Certificate, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings


                                       33
<PAGE>   38

or other actions affecting stockholders (except as provided in Section 25
hereof), or to receive dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by such Rights Certificate shall have been exercised
in accordance with the provisions hereof.

               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 and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability in the premises.

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

               Section 19.  Merger or Consolidation or Change of Name of Rights
Agent.

                      (a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust, stock transfer or other 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;
but only if such corporation would be eligible

                                       34
<PAGE>   39

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

               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 opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such opinion.

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


                                       35
<PAGE>   40

Agent; and such certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.

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

                      (d) The Rights Agent shall not be liable for or by reason
of any of the statements of fact or recitals contained in this Agreement or in
the 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 Common Stock or
other securities to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock or other securities
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
reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Agreement.

                      (g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
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

                                       36
<PAGE>   41

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

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

                      (j) No provision of this Agreement shall require the
Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of its rights 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 or 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 Common Stock, by registered or certified mail, and,
if such resignation occurs after the Distribution Date, to the registered
holders of the Rights


                                       37
<PAGE>   42

Certificates by first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon thirty (30) days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Stock, by registered or certified mail, and, if such removal
occurs after the Distribution Date, to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
legal business entity organized and doing business under the laws of the United
States or of the State of New York or of any other state of the United States,
in good standing, having an office in the State of New York, which is authorized
under such laws to exercise corporate trust or stock transfer or shareholder
services powers 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) an Affiliate of a
legal business entity described in clause (a) of this sentence. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock, and, if
such appointment occurs after the Distribution Date, 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 the Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other

                                       38
<PAGE>   43

securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, granted or
awarded as of the Distribution Date, or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors, issue
Rights Certificates representing the appropriate number of Rights in connection
with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

               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 $.001 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"). Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the first occurrence of a
Section 11(a)(ii) Event until such time as the Company's right of redemption
hereunder has expired. The Company may, at its option, pay the Redemption Price
in cash, shares of Common Stock (based on the Current Market Price, as defined
in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or
any other form of consideration deemed appropriate by the Board of Directors.

                      (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


                                       39
<PAGE>   44

exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price for each Right so held.
Promptly after the action of the Board of Directors ordering the redemption of
the Rights, the Company shall give notice of such redemption to the Rights Agent
and the holders of the then outstanding Rights by mailing such notice to all
such holders at each holder's last address as it appears upon the registry books
of the Rights Agent or, prior to the Distribution Date, on the registry books of
the transfer agent for the Common Stock. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made.

                      (c) Notwithstanding the provisions of Section 23(a)
hereof, if, within 180 days of a public announcement by a third party of an
intent or proposal to engage (without the current and continuing concurrence of
the Board of Directors) in a transaction involving an acquisition of or business
combination with the Company or otherwise to become an Acquiring Person, there
is an election of Directors (whether at one or more stockholder meetings and/or
pursuant to written stockholder consent) resulting in a majority of the Board of
Directors being comprised of persons who were not nominated by the Board of
Directors in office immediately prior to such election, then following the
effectiveness of such election for a period of 180 days (the "Special Period")
the Rights, if otherwise then redeemable absent the provisions of this paragraph
(c), shall be redeemable upon either of the following conditions being
satisfied, but not otherwise:

               (A) by a vote of a majority of the Directors then in office,
provided that

               (I) before such vote, the Board of Directors shall have
implemented the Value Enhancement Procedures (as defined below) and

               (II) promptly after such vote, the Company publicly announces
such vote and

                      (a) the manner in which the Value Enhancement Procedures
were implemented,

                      (b) any material financial, business, personal or other
benefit or relationship (an "Interest") which each Director and each Affiliate
of such

                                       40
<PAGE>   45

Director (identifying each Director and Affiliate separately in relation
to each such Interest) has in connection with any suggested, proposed or pending
transaction with or involving the Company (a "Transaction"), or with any other
party or Affiliate of any other party to a Transaction, where such Transaction
would or might, or is intended to, be permitted or facilitated by redemption of
the Rights (an "Affected Transaction"), other than treatment as a shareholder on
a pro rata basis with other shareholders or pursuant to compensation
arrangements as a director or employee of the Company or a subsidiary which have
been previously disclosed by the Company,

                              (c) the individual vote of each Director on the
motion to redeem the Rights, and

                              (d) the statement of any Director who voted for or
against the motion to redeem the Rights and desires to have a statement included
in such announcement, or

               (B) if clause (A) is not applicable, by a vote of a majority of
the Directors then in office, provided that (I) if there is a challenge to the
Directors' action approving redemption and/or any related Affected Transaction
as a breach of the fiduciary duty of care or loyalty, the Directors, solely for
purposes of determining the effectiveness of such redemption pursuant to this
clause (B), are able to establish the entire fairness of such redemption and, if
applicable, such related Affected Transaction, and (II) the Company shall have
publicly announced the vote of the Board of Directors approving such redemption
and, if applicable, such related Affected Transaction, which announcement shall
set forth the information prescribed by clauses (A)(II)(b), (c) and (d) above.

 "Value Enhancement Procedures" shall mean:

               (1) the selection by the Board of Directors of an independent
financial advisor (the "Independent Advisor") from among financial advisors
which have national standing, have established expertise in advising on mergers,
acquisitions and related matters and have no Interest relating to an Affected
Transaction, and have not during the preceding year provided services to, been
engaged by or been a financing source for any other party to an Affected
Transaction or any Affiliate of any such party or of any Director (other than
the Company and its subsidiaries);

                                       41
<PAGE>   46


               (2) whether or not there is a then-pending Affected Transaction,
the receipt by the Board of Directors from its Independent Advisor of (a) such
advisor's view (expressed in such form and subject to such qualifications and
limitations as the Independent Advisor deems appropriate) regarding whether
redemption of the Rights will serve the best interests of the Company and its
shareholders or (b) such advisor's statement that it is unable to express such a
view, setting forth the reasons therefor;

               (3) if there is a then-pending Affected Transaction,

               (A) the establishment and implementation by the Board of
        Directors of a process and procedures approved by its Independent
        Advisor which the Board of Directors and such advisor conclude would be
        most likely to result in the best value reasonably available to
        shareholders (regardless of whether such Affected Transaction involves a
        "sale of control" or "break-up" of the Company for Delaware law
        purposes),

               (B) the Board of Directors (I) receiving the opinion of its
        Independent Advisor, in customary form and content for transactions of
        the type involved, that the Affected Transaction is fair to the
        Company's shareholders from a financial point of view and (II)
        determining, and the Independent Advisor confirming, that it has no
        reason to believe that a superior transaction is reasonably available
        for the benefit of the Company's shareholders, and

               (C) the execution of a definitive transaction agreement and other
        definitive documentation necessary to effect the Affected Transaction.

                      (d) Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in
any manner other than that specifically set forth in this Section 23 and other
than in connection with the purchase or repurchase by any of them of Common
Stock prior to the Distribution Date.

        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 Common Stock or to make any other distribution to the holders of
Common 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 Common
Stock

                                       42
<PAGE>   47

rights or warrants to subscribe for or to purchase any additional shares of
Common Stock or shares of stock of any class or any other securities, rights or
options, or (iii) to effect any reclassification of its Common Stock (other than
a reclassification involving only the subdivision of outstanding shares of
Common 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, cash flow or earning power of the Company and its Subsidiaries (taken as
a whole) to any other Person or Persons (other than the Company and/or any of
its Subsidiaries in one or more transactions each of which complies with Section
11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company shall give to each holder of a
Rights Certificate, to the extent feasible and in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend, distribution of rights or warrants, or
the date on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Common 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 Common 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 Common Stock whichever
shall be the earlier.

                      (b) In case a Section 11(a)(ii) Event shall occur, then,
in any such case, the Company shall as soon as practicable thereafter give to
each holder of a Rights Certificate, to the extent feasible and in accordance
with Section 26 hereof, a notice of the occurrence of such event, which shall
specify the event and the consequences of the event to holders of Rights under
Section 11(a)(ii) hereof.

               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 by the Rights Agent with the Company) as follows:


                                       43
<PAGE>   48

               VISX, Incorporated
               3400 Central Expressway
               Santa Clara, California 95051-0703
               Telephone: (408) 733-2020
               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 by the Rights Agent with the Company) as follows:

               Fleet National Bank
               c/o EquiServe L.P.
               150 Royall Street
               Mail Stop: 45-02-62
               Canton, Massachusetts 02021
               Attn: Client Administration

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

               Section 26. Supplements and Amendments. Prior to the
Distribution Date, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing shares of Common 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 herein which may be defective
or inconsistent with any other provisions herein, (iii) to shorten or lengthen
any time period hereunder, or (iv) to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of 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 any time period hereunder, pursuant to clause

                                       44
<PAGE>   49

(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, 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 Common Stock.
Notwithstanding anything herein to the contrary, no supplement or amendment
shall be made to this Agreement during the Special Period or 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 number of shares
of Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of 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, but not limited to, a
determination to redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other Persons, and (y) not subject the Board of Directors to any liability to
the holders of the Rights.

               Section 29. 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

                                       45
<PAGE>   50

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

               Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
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 shall be
reinstated and shall not expire until the close of business on the tenth
Business Day following the date of such determination by the Board of Directors.

               Section 31. 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, except that the rights and
obligations of the Rights Agent shall be governed by the laws of the
Commonwealth of Massachusetts.

               Section 32. 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.


                                       46
<PAGE>   51

               Section 33. Descriptive Headings. Descriptive headings of the
several sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

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



Attest:                                       VISX, INCORPORATED




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


Attest:                                       FLEET NATIONAL BANK


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


<PAGE>   52

                                                                       Exhibit A

                          [Form of Rights Certificate]

Certificate No. R-                                              ________ Rights


NOT EXERCISABLE AFTER _________ __, 2010 UNLESS EXTENDED 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 $.001 PER RIGHT ON THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY
OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT)
AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.]*
                               Rights Certificate

                               VISX, INCORPORATED


               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,


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

                                       1
<PAGE>   53

dated as of ________ __, 2000_ (the "Rights Agreement"), between VISX,
INCORPORATED, a Delaware corporation (the "Company"), and
___________________________________, a _______________ banking corporation (the
"Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M.
Santa Clara, California time) on July 28, 2010 (unless such date is extended
prior 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 fully
paid, non-assessable share of Common Stock (the "Common Stock") of the Company,
at a purchase price of $150 per share (the "Purchase Price"), upon presentation
and surrender of this Rights Certificate with the Form of Election to Purchase
and related Certificate duly executed. The number of Rights evidenced by this
Rights Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set forth
above, are the number and Purchase Price as of July 28, 2000, based on the
Common Stock as constituted at such date.

               Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this 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 Common 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 include the temporary suspension of the
exercisability of such Rights under the

                                       2
<PAGE>   54

specific circumstances set forth in the Rights Agreement. Copies of the Rights
Agreement are on file at the above-mentioned office of the Rights Agent and are
also available upon written request to the Rights Agent.

               This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of shares of Common
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 $.001 per Right 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. For 180 days following a change in control of
the Board of Directors, that has not been approved by the Board of Directors,
occurring within six months of an unsolicited third party acquisition or
business combination proposal, the new directors are entitled to redeem the
Rights (assuming the Rights would have otherwise been redeemable), including to
facilitate an acquisition or business combination transaction involving the
Company, but only (1) if they have followed certain procedures or (2) if such
procedures are not followed, and if their decision regarding redemption and/or
any acquisition or business combination is challenged as a breach of fiduciary
duty of care or loyalty, the directors (solely for purposes of determining the
effectiveness of such redemption) are able to establish the entire fairness of
such redemption, and, if applicable, such transaction.

               No fractional shares of Common Stock will be issued upon the
exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

               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 Common
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

                                       3
<PAGE>   55

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 consent to
or withhold consent from any corporate action, or, to receive notice of meetings
or other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Rights Certificate shall have been
exercised as provided in the Rights Agreement.

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

                                       4
<PAGE>   56

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

Dated as of _________ __, ____



ATTEST:                                     VISX, INCORPORATED



                                            By
---------------------------------             ----------------------------------
            Secretary                         Title:


Countersigned:

FLEET NATIONAL BANK


By
  -------------------------------
   Authorized Signature

                                       5
<PAGE>   57

                  [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________________________________
_______________________________________________________________________________
                  (Please 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:


                                   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:


<PAGE>   58



                                     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.


<PAGE>   59



                          FORM OF ELECTION TO PURCHASE

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

To:  VISX, INCORPORATED:

               The undersigned hereby irrevocably elects to exercise __________
Rights represented by this Rights Certificate to purchase the shares of Common
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:


<PAGE>   60



                                   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.


<PAGE>   61



                                                                       Exhibit B
                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON STOCK


               On July 28, 2000, the Board of Directors of VISX, Incorporated
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to stockholders of record at the close
of business on August 7, 2000 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one share of Common Stock at a
Purchase Price of $150 per share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Fleet National Bank, a national
banking association, as Rights Agent.

               Initially, the Rights will be attached to all Common Stock
certificates representing shares 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 Common 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 beneficial ownership of 10% or more of the
outstanding shares of Common Stock, other than as a result of repurchases of
stock by the Company or certain inadvertent actions by institutional or certain
other stockholders or the date a Person has entered into an agreement or
arrangement with the Company or any subsidiary of the Company providing for an
Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business days
(or such later date as the Board shall determine, provided, however, that no
deferral of a Distribution Date by the Board of Directors pursuant to the terms
of the Rights Agreement described in this clause (ii) may be made at any time
during the Special Period (as defined below)) following the commencement of a
tender offer or exchange offer that would result in a person or group becoming
an Acquiring Person. An Acquisition Transaction is defined in the Rights
Agreement as (x) a merger, consolidation or similar transaction involving the
Company or any of its Subsidiaries as a result of which stockholders of the
Company will no longer own a majority of the outstanding shares of Common Stock
of the Company or a publicly traded entity which controls the Company or, if
appropriate, the entity into which the Company may be merged, consolidated or
otherwise combined (based solely on the shares of Common Stock received or
retained by such stockholders, in their capacity as stockholders of the Company,
pursuant to such

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transaction), (y) a purchase or other acquisition of all or a substantial
portion of the assets of the Company and its Subsidiaries, or (z) a purchase or
other acquisition of securities representing 10% or more of the shares of Common
Stock then outstanding. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and only
with such Common Stock certificates, (ii) new Common 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 Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.

               The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (Santa Clara, California time) on July 28, 2010, unless
such date is extended or the Rights are earlier redeemed or exchanged by the
Company as described below.

               As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

               In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its stockholders, after
receiving advice from one or more investment banking firms (a "Qualified
Offer"), each holder of a Right will thereafter have the right to receive, upon
exercise, Common 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. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.

               For example, at an exercise price of $150 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
$[300] worth of Common Stock (or other consideration, as noted above) for $150.
Assuming that the

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Common Stock had a per share value of $25 at such time, the holder of each
valid Right would be entitled to purchase 12 shares of Common Stock (or other
consideration) for $150.

               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 (other than
with an entity which acquired the shares pursuant to a Qualified Offer), (ii)
the Company engages in a merger or other business combination transaction in
which the Company is the surviving corporation and the Common Stock of the
Company is changed or exchanged, or (iii) 50% or more of the Company's assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value 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."

               At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.001 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). For 180 days (the
"Special Period") following a change in control of the Board of Directors, that
has not been approved by the Board of Directors, occurring within six months of
an unsolicited third party acquisition or business combination proposal, the new
directors are entitled to redeem the Rights (assuming the Rights would have
otherwise been redeemable), including to facilitate an acquisition or business
combination transaction involving the Company, but only (1) if they have
followed certain procedures or (2) if such procedures are not followed, and if
their decision regarding redemption and/or any acquisition or business
combination is challenged as a breach of fiduciary duty of care or loyalty, the
directors (solely for purposes of determining the effectiveness of such
redemption) are able to establish the entire fairness of such redemption, and,
if applicable, such transaction. 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 $.001 redemption
price.

               Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for

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common stock of the acquiring company or in the event of the redemption of the
Rights as set forth above.

               Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board 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 to the Rights Agreement during the Special Period or at a time when
the Rights are not redeemable.

               A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a [Registration Statement on Form
8-A]/[Current Report on Form 8-K] dated , 2000. 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.