<PAGE>

                                                                     EXHIBIT 4.2







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





                                  Pemstar. Inc.


                                       and

                               -----------------,
                                  Rights Agent




                                RIGHTS AGREEMENT


                             Dated as of      , 2000
                                         -----




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

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

<TABLE>
<CAPTION>

                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
Section 1.  Certain Definitions                                                      1

Section 2.  Appointment of Rights Agent                                              4

Section 3.  Issue of Right Certificates                                              4

Section 4.  Form of Right Certificates                                               5

Section 5.  Countersignature and Registration                                        6

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

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

Section 8.  Cancellation of Right Certificates                                       8

Section 9.  Availability of Preferred Shares                                         8

Section 10.  Preferred Shares Record Date                                            9

Section 11.  Adjustment of Purchase Price, Number and Kind of
                  Shares or Number of Rights                                         9

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares             16

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power   16

Section 14.  Fractional Rights and Fractional Shares                                19

Section 15.  Rights of Action                                                       20

Section 16.  Agreement of Right Holders                                             20

Section 17.  Right Certificate Holder Not Deemed a Stockholder                      21

Section 18.  Concerning the Rights Agent                                            21

Section 19.  Merger or Consolidation or Change of Name of Rights Agent              21

Section 20.  Duties of Rights Agent                                                 22

Section 21.  Change of Rights Agent                                                 24
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                <C>
Section 22.  Issuance of New Right Certificates                                     24

Section 23.  Redemption                                                             25

Section 24.  Exchange                                                               25

Section 25.  Notice of Certain Events                                               26

Section 26.  Notices                                                                27

Section 27.  Supplements and Amendments                                             28

Section 28.  Successors                                                             28

Section 29.  Benefits of this Agreement                                             28

Section 30.  Severability                                                           28

Section 31.  Governing Law                                                          28

Section 32.  Counterparts                                                           28

Section 33.  Descriptive Headings                                                   28

Signatures                                                                          29
</TABLE>


Exhibit A -- Certificate of Designations of Series A Junior Participating
                     Preferred Stock

Exhibit B -- Form of Right Certificates
<PAGE>

                                RIGHTS AGREEMENT
                                ----------------


                  AGREEMENT, dated as of ____, 2000, between Pemstar, Inc.,
a Minnesota corporation (the "Company"), and __________________________ (the
"Rights Agent").

                  The Board of Directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "Right") for each
Common Share of the Company outstanding at the Close of Business on the business
day prior to the Company's initial public offering (the "Record Date"), each
Right representing the right to purchase one one-hundredth of a Preferred Share,
upon the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to each Common
Share that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined).

                  Accordingly, 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:

                           "Acquiring Person" shall mean any Person who or
                  which, together with all Affiliates and Associates of such
                  Person, shall be the Beneficial Owner of the Threshold
                  Percentage or more of the Common Shares then outstanding other
                  than as a result of a Permitted Offer, but shall not include
                  any Exempt Person. Notwithstanding the foregoing, no Person
                  shall become an "Acquiring Person" as the result of an
                  acquisition of Common Shares by the Company which, by reducing
                  the number of shares outstanding, increases the proportionate
                  number of shares beneficially owned by such Person to the
                  Threshold Percentage or more of the Common Shares of the
                  Company then outstanding; provided, however, that if a Person
                  shall become the Beneficial Owner of the Threshold Percentage
                  or more of the Common Shares of the Company then outstanding
                  by reason of share purchases by the Company and shall, after
                  such share purchases by the Company, increase the number of
                  Common Shares of the Company beneficially owned by such Person
                  above the number of Common Shares of the Company beneficially
                  owned by such Person at the time of the share purchase by the
                  Company that caused such person to exceed the Threshold
                  Percentage, then such Person shall be deemed to be an
                  "Acquiring Person." Notwithstanding the foregoing, if the
                  Board of Directors of the Company determines in good faith
                  that a Person who would otherwise be an "Acquiring Person," as
                  defined pursuant to the foregoing provisions of this
                  paragraph, has become such inadvertently, and such Person
                  divests as promptly as practicable a sufficient number of
                  Common Shares so that such Person would no longer be an
                  "Acquiring Person," as defined pursuant to the foregoing
                  provisions of this paragraph, then such Person shall not be
                  deemed to be an "Acquiring Person" for any purposes of this
                  Agreement.
<PAGE>

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

                                    (i) which such Person or any of such
                           Person's Affiliates or Associates beneficially owns,
                           directly or indirectly, including without limitation
                           securities with respect to which such Person or any
                           such Person's Affiliates or Associates has
                           "beneficial ownership" pursuant to Rule 13d-3 of the
                           General Rules and Regulations under the Exchange Act,
                           as in effect on the date of this Agreement;

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

                                    (iii) which are beneficially owned, directly
                           or indirectly, by any other Person with which such
                           Person or any of such Person's Affiliates or
                           Associates has any agreement, arrangement or
                           understanding (other than customary agreements with
                           and between underwriters and selling group members
                           with respect to a bona fide public offering of
                           securities) for the purpose of acquiring, holding,
                           voting (except to the extent contemplated by the
                           proviso to clause(ii)(B) above) or disposing of any
                           securities of the Company.

                  Notwithstanding anything in this definition of Beneficial
                  Ownership to the contrary, the phrase "then outstanding," when
                  used with reference to a Person's Beneficial Ownership of
                  securities of the Company, shall mean the number of such
<PAGE>

                  securities then issued and outstanding together with the
                  number of such securities not then actually issued and
                  outstanding which such Person would be deemed to own
                  beneficially hereunder.

                           "Business Day" shall mean any day other than a
                  Saturday, a Sunday or a day on which banking institutions in
                  the state where the principal office of the Rights Agent is
                  located are authorized or obligated by law or executive order
                  to close.

                           "Close of Business" on any given date shall mean 5:00
                  P.M., prevailing time where the principal office of the Rights
                  Agent is located, on such date; provided, however, that if
                  such date is not a Business Day, it shall mean 5:00 P.M.,
                  prevailing time, on the next succeeding Business Day.

                           "Common Shares," when used with reference to the
                  Company, shall mean the shares of Common Stock, par value $.01
                  per share, of the Company. "Common Shares," when used with
                  reference to any Person other than the Company, shall mean the
                  capital stock (or equity interest) with the greatest voting
                  power of such other Person or, if such other Person is a
                  Subsidiary of any other Person, the Person or Persons which
                  ultimately control such first mentioned Person.

                           "Distribution Date" shall have the meaning set forth
                  in Section 3.

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

                           "Exchange Date" shall have the meaning set forth in
                  Section 7.

                           "Exempt Person" shall mean the Company, any
                  Subsidiary of the Company, any employee benefit plan of the
                  Company or of any Subsidiary of the Company, and any Person
                  organized, appointed or established by the Company for or
                  pursuant to the terms of any such plan. Any underwriter
                  participating in the initial public offering of the Company's
                  Common Shares shall also be an Exempt Person until the date
                  any such underwriter owns less than 15% of the Company's
                  Common Shares.

                           "Final Expiration Date" shall have the meaning set
                  forth in Section 7.

                           "Person" shall mean any individual, firm, corporation
                  or other entity, and shall include any successor (by merger or
                  otherwise) of such entity.

                           "Permitted Offer" shall mean a tender offer or an
                  exchange offer for all outstanding Common Shares of the
                  Company determined by the Board of Directors of the Company,
                  after receiving such advice as it deems necessary and giving
                  due consideration to all relevant factors, to be in the best
                  interests of the Company and its stockholders.
<PAGE>

                           "Preferred Shares" shall mean shares of Series A
                  Junior Participating Preferred Stock, par value $.01, of the
                  Company having the rights and preferences set forth in the
                  form of Certificate of Designations attached to this Agreement
                  as Exhibit A.

                           "Redemption Date" shall have the meaning set forth in
                  Section 7.

                           "Shares Acquisition Date" shall mean the first date
                  of public announcement (which, for purposes of this
                  definition, shall include, without limitation, a report filed
                  pursuant to Section 13(d) of the Exchange Act) by the Company
                  or any Person that a Person has become an Acquiring Person.

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

                           "Threshold Percentage" shall mean 15%.

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3, shall prior to the Distribution Date also be the
holders of the Common Shares) in accordance with the terms and conditions of
this Agreement, 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 ten (10) days prior written notice to the Rights
Agent. In the event the Company appoints one or more co-Rights Agents, the
respective duties of the Rights Agent and any co-Rights Agents shall be as the
Company shall determine. 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. Issue of Right Certificates.
                             ---------------------------

                  (a) Until the earlier of (i) the tenth day after the Shares
Acquisition Date or (ii) the tenth day (or such later date as may be determined
by action of the Board of Directors prior to such time as any Person becomes an
Acquiring Person) after the date of the commencement by any Person (other than
an Exempt Person) of, or of the first public announcement of the intention of
any Person (other than an Exempt Person) to commence, a tender or exchange offer
the consummation of which would result in any Person becoming an Acquiring
Person (the earlier of such dates being referred to herein as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of Section
3(b)) by the certificates for Common Shares registered in the names of the
holders thereof (which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of Common Shares. As soon as practicable after the Distribution Date,
the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send) by first-class, postage-prepaid mail, to each record holder of Common
Shares as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate, in
substantially the form
<PAGE>

of Exhibit B (a "Right Certificate"), evidencing one Right for each Common Share
so held. As of the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.

                  (b) With respect to certificates for Common Shares outstanding
as of the Close of Business on the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates registered in the names of the
holders thereof. Until the Distribution Date (or the earlier of the Redemption
Date or the Final Expiration Date if occurring prior to the Distribution Date),
the surrender for transfer of any certificate for Common Shares outstanding on
the Record Date shall also constitute the transfer of the Rights associated with
the Common Shares represented thereby.

                  (c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:

                  This certificate also evidences and entitles the holder hereof
                  to certain rights as set forth in a Rights Agreement between
                  Pemstar, Inc. and the Rights Agent (named in the Rights
                  Agreement) or any successor (as amended from time to time the
                  "Rights Agreement"), the terms of which are hereby
                  incorporated herein by reference and a copy of which is on
                  file at the principal executive office of Pemstar, Inc. Under
                  certain circumstances, as set forth in the Rights Agreement,
                  such Rights will be evidenced by separate certificates and
                  will no longer be evidenced by this certificate. Pemstar, Inc.
                  will mail to the holder of this certificate a copy of the
                  Rights Agreement without charge after receipt of a written
                  request therefor. Under certain circumstances, as set forth in
                  the Rights Agreement, Rights issued to any Person who becomes
                  an Acquiring Person or an Associate or Affiliate thereof (as
                  defined in the Rights Agreement), or certain transferees of
                  such Person, may become null and void.

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

                  (d) Reference in this Agreement to certificates for Common
Shares include uncertificated Common Shares, and any uncertificated Common Share
shall also represent the associated right. Any legend required to be placed on
any certificate for Common Shares may instead be included on any book entry
confirmation or notification to the holder of such Common Shares.
<PAGE>

                  Section 4. Form of Right Certificates. The Right Certificates
(and the forms of election to purchase Preferred Shares and of assignment to be
printed on the reverse thereof) shall be substantially the same as Exhibit B and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or automated
quotations system on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Section 11, the Right
Certificates shall entitle the holders thereof to purchase such number of one
one-hundredths of a Preferred Share as shall be set forth therein at the price
per one one-hundredth of a Preferred Share set forth therein (the "Purchase
Price"), but the number of such one one- hundredths of a Preferred Share and the
Purchase Price shall be subject to adjustment as provided herein.

                  Section 5. Countersignature and Registration. The Right
Certificates shall be executed on behalf of the Company by its Chairperson of
the Board, its Chief Executive Officer, its President, any of its Vice
Presidents or its Treasurer either manually or by facsimile signature and shall
be attested by the Secretary or an Assistant Secretary of the Company, or if one
shall not have been elected, the Chief Financial Officer, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent for purposes of authorization only and shall not be valid for
any purpose unless countersigned. In case any officer of the Company who shall
have signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, 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 Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any Person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
Agreement any such Person was not such an officer.

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

                  Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
Subject to the provisions of Section 14, at any time after the Close of Business
on the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii)) may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of one
one-hundredths of a Preferred Share as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
or Right Certificates shall make
<PAGE>

such request in writing delivered to the Rights Agent, and shall surrender the
Right Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent. Thereupon the Rights
Agent shall countersign and deliver to the Person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so requested. The
Company may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.

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

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

                  (a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office or offices of the
Rights Agent designated for such purpose, together with payment of the Purchase
Price for each one one-hundredth of a Preferred Share as to which the Rights are
exercised, at or prior to the earliest of (i) the Close of Business on May 1,
2010 (the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 (the "Redemption Date") or (iii) the time at
which such Rights are exchanged as provided in Section 24 (the "Exchange Date").

                  (b) The Purchase Price for each one one-hundredth of a
Preferred Share purchasable pursuant to the exercise of a Right shall initially
be $[price], shall be subject to adjustment from time to time as provided in
Sections 11 and 13 and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) below.

                  (c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the aggregate Purchase Price for the shares to be
purchased and an amount equal to any applicable transfer tax required to be paid
by the holder of such Right Certificate in accordance with Section 9 by
certified check, cashier's check or money order payable to the order of the
Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any
transfer agent for the Preferred Shares (or make available, if the Rights Agent
is the transfer agent for the Preferred Shares) certificates for the number of
Preferred Shares to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company shall
have elected to deposit with a depository agent the total number of Preferred
Shares issuable upon exercise of the Rights hereunder, requisition from the
depositary agent depositary receipts representing such number of one
one-hundredths of a Preferred Share as are to be purchased and the Company
hereby directs the depositary agent to comply with such request, (ii)
<PAGE>

when appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14, (iii) after
receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder, and (iv) when appropriate, after receipt, deliver such cash to or upon
the order of the registered holder of such Right Certificate.

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

                  (e) 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 unless such registered
holder shall have (i) duly completed and executed the form of election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) of such Right Certificate or
Affiliates or Associates thereof as the Company shall reasonably request.

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

                  Section 9. Availability of Preferred Shares.
                             --------------------------------

                  (a) The Company will cause to be reserved and kept available
out of its authorized and unissued Preferred Shares the number of Preferred
Shares that will be sufficient to permit the exercise in full of all outstanding
Rights.

                  (b) At such time, if any, as the Preferred Shares issuable
upon the exercise of 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 (but only to the extent that it is reasonably likely
that the Rights will be exercised), all shares reserved for such issuance to be
listed on such exchange upon official notice of issuance upon such exercise.

                  (c) The Company will prepare and file, as soon as practicable
after the Distribution Date, a registration statement under the Securities Act
of 1933, as amended (the "Act"), with respect to the Rights and the securities
purchasable upon exercise of the Rights on
<PAGE>

an appropriate form, and use its best efforts to cause such registration
statement to (i) become effective as soon as practicable after such filing and
(ii) 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 or (B) the Final Expiration Date. 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 90 days after the date the
registration statement is filed, the exercisability of the Rights in order to
permit the registration statement to become effective. Upon any such suspension,
the Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect. 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 or the exercise thereof is not permitted under applicable
law.

                  (d) The Company will take all such action as may be necessary
to ensure that all Preferred Shares delivered upon exercise of Rights shall, at
the time of delivery of the certificates for such Preferred Shares (subject to
payment of the Purchase Price and any applicable transfer taxes), be duly and
validly authorized and issued and fully paid and nonassessable shares.

                  (e) The Company 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 Right Certificates or of any Preferred Shares
upon the exercise of Rights. The Company shall not, however, be required to pay
any transfer tax which may be payable in respect of any transfer or delivery of
Right Certificates to a Person other than, or the issuance or delivery of
certificates or depositary receipts for the Preferred Shares in a name other
than that of the registered holder of the Right Certificate evidencing Rights
surrendered for exercise, or to issue or to deliver any certificates or
depositary receipts for Preferred Shares upon the exercise of any Rights until
any such tax shall have been paid (any such tax being payable by the holder of
such Right Certificate at the time of surrender) or until it has been
established to the Company's reasonable satisfaction that no such tax is due.

                  Section 10. Preferred Shares Record Date. Each Person in whose
name any certificate for Preferred Shares is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the
Preferred Shares represented thereby on, and such certificate shall be dated,
the date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer
taxes) was made; provided, however, that if the date of such surrender and
payment is a date upon which the transfer books of the Company for the Preferred
Shares 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 such transfer books are open. Prior to the exercise of the
Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preferred 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.
<PAGE>

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

                           (a)(i) In the event the Company shall at any time
                  after the date of this Agreement (A) declare a dividend on the
                  Preferred Shares payable in Preferred Shares, (B) subdivide
                  the outstanding Preferred Shares, (C) combine the outstanding
                  Preferred Shares into a smaller number of Preferred Shares or
                  (D) issue any shares of its capital stock in a
                  reclassification of the Preferred Shares (including any such
                  reclassification in connection with a consolidation or merger
                  in which the Company is the continuing or surviving
                  corporation), except as otherwise provided in this Section
                  11(a), the Purchase Price in effect at the time of the record
                  date for such dividend or of the effective date of such
                  subdivision, combination or reclassification, and the number
                  and kind of shares of capital stock to which a Right applies
                  on such date, shall be proportionately adjusted so that the
                  holder of any Right exercised after such time shall be
                  entitled to receive the aggregate number and kind of shares of
                  capital stock which, if such Right had been exercised
                  immediately prior to such date and at a time when the
                  Preferred Shares transfer books of the Company were open, such
                  holder would have owned upon such exercise and been entitled
                  to receive by virtue of such dividend, subdivision,
                  combination or reclassification; provided, however, that in no
                  event shall the consideration to be paid upon the exercise of
                  one Right be less than the aggregate par value of the shares
                  of capital stock of the Company issuable upon exercise of one
                  Right. If an event occurs which would require an adjustment
                  under both Section 11(a)(i) and Section 11(a)(ii), 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).

                           (ii) Subject to Section 24 of this Agreement, in the
                  event any Person becomes an Acquiring Person, unless the event
                  by which such Person became an Acquiring Person is a
                  transaction described in Section 13(a), each holder of a Right
                  shall thereafter have a right to receive, upon exercise
                  thereof at a price equal to the then current Purchase Price
                  multiplied by the number of one one-hundredths of a Preferred
                  Share for which a Right is then exercisable, in accordance
                  with the terms of this Agreement and in lieu of Preferred
                  Shares, such number of Common Shares of the Company as shall
                  equal the result obtained by (x) multiplying the then current
                  Purchase Price by the number of one one-hundredths of a
                  Preferred Share for which a Right is then exercisable and
                  dividing that product by (y) 50% of the then current per share
                  market price of the Company's Common Shares (determined
                  pursuant to Section 11(d)) on the date that such Person
                  becomes an Acquiring Person. In the event that any Person
                  shall become an Acquiring Person and the Rights shall then be
                  outstanding, the Company shall not take any action that would
                  eliminate or diminish the benefits intended to be afforded by
                  the Rights other than as provided in the next paragraph.
<PAGE>

                           From and after the date that such Person becomes an
                  Acquiring Person, any Rights that are or were acquired or
                  beneficially owned by any Acquiring Person (or any Associate
                  or Affiliate of such Acquiring Person) shall be void and any
                  holder of such Rights shall thereafter have no right to
                  exercise such Rights under any provision of this Agreement. No
                  Right Certificate shall be issued pursuant to Section 3 that
                  represents Rights beneficially owned by an Acquiring Person
                  whose Rights would be void pursuant to the preceding sentence
                  or any Associate or Affiliate thereof; no Right Certificate
                  shall be issued at any time upon the transfer of any Rights to
                  an Acquiring Person whose Rights would be void pursuant to the
                  preceding sentence or any Associate or Affiliate thereof or to
                  any nominee of such Acquiring Person, Associate or Affiliate;
                  and any Right Certificate delivered to the Rights Agent for
                  transfer to an Acquiring Person whose Rights would be void
                  pursuant to the preceding sentence shall be canceled.

                           (iii) In the event that there shall not be sufficient
                  Common Shares issued but not outstanding or authorized but
                  unissued to permit the exercise in full of the Rights in
                  accordance with the foregoing subparagraph (ii), the Company
                  shall take all such action as may be necessary to authorize
                  additional Common Shares for issuance upon exercise of the
                  Rights. In the event the Company shall, after good faith
                  effort, be unable to take all such action as may be necessary
                  to authorize such additional Common Shares, the Company shall
                  substitute, for each Common Share that would otherwise be
                  issuable upon exercise of a Right, a number of Preferred
                  Shares or fraction thereof such that the current per share
                  market price of one Preferred Share multiplied by such number
                  or fraction is equal to the current per share market price of
                  one Common Share as of the date of issuance of such Preferred
                  Shares or fraction thereof.

                           (b) In case the Company shall fix a record date for
                  the issuance of rights, options or warrants to all holders of
                  Preferred Shares entitling them to subscribe for or purchase
                  Preferred Shares (or shares having the same rights, privileges
                  and preferences as the Preferred Shares (such shares are
                  herein called "preferred share equivalents")) or securities
                  convertible into Preferred Shares or preferred share
                  equivalents at a price per Preferred Share or preferred share
                  equivalent (or having a conversion price per share, if a
                  security convertible into Preferred Shares or preferred share
                  equivalents) less than the then current per share market price
                  (as such term is defined in Section 11(d)) of the Preferred
                  Shares on such record date, the Purchase Price to be in effect
                  after such record date shall be determined by multiplying the
                  Purchase Price in effect immediately prior to such record date
                  by a fraction, the numerator of which shall be the number of
                  Preferred Shares outstanding on such record date plus the
                  number of Preferred Shares which the aggregate offering price
                  of the total number of Preferred Shares and/or preferred share
                  equivalents 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 Preferred Shares
                  outstanding on such record date plus the number of additional
                  Preferred Shares and/or preferred share equivalents to be
                  offered for subscription or purchase (or into which the
                  convertible securities so to be offered are initially
<PAGE>

                  convertible); provided, however, that in no event shall the
                  consideration to be paid upon the exercise of one Right be
                  less than the aggregate par value of the shares of capital
                  stock of the Company issuable upon exercise of one Right. In
                  case such subscription price may be paid in a consideration
                  part or all of which shall be in a form other than cash, the
                  value of such consideration shall be determined in good faith
                  by the Board 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. Preferred Shares held for the account of the
                  Company shall not be deemed outstanding for the purpose of any
                  such computation. Such adjustment shall be made successively
                  whenever such a record date is fixed; and in the event that
                  such rights, options or warrants are not so issued, the
                  Purchase Price shall be adjusted to be the Purchase Price
                  which would then be in effect if such record date had not been
                  fixed.

                           (c) In case the Company shall fix a record date for
                  the making of a distribution to all holders of the Preferred
                  Shares (including any such distribution made in connection
                  with a consolidation or merger in which the Company is the
                  continuing or surviving corporation) of evidences of
                  indebtedness or assets (other than a regular quarterly cash
                  dividend or a dividend payable in Preferred Shares) or
                  subscription rights or warrants (excluding those referred to
                  in Section 11(b)), the Purchase Price to be in effect after
                  such record date shall be determined by multiplying the
                  Purchase Price in effect immediately prior to such record date
                  by a fraction, the numerator of which shall be the then
                  current per share market price of the Preferred Shares on such
                  record date, less the fair market value (as determined in good
                  faith by the Board of Directors of the Company, whose
                  determination shall be described in a statement filed with the
                  Rights Agent) of the portion of the assets or evidences of
                  indebtedness so to be distributed or of such subscription
                  rights or warrants applicable to one Preferred Share, and the
                  denominator of which shall be such current per share market
                  price of the Preferred Shares; provided, however, that in no
                  event shall the consideration to be paid upon the exercise of
                  one Right be less than the aggregate par value of the shares
                  of capital stock of the Company to be issued upon exercise of
                  one Right. Such adjustments shall be made successively
                  whenever such a record date is fixed; and in the event that
                  such distribution is not so made, the Purchase Price shall
                  again be adjusted to be the Purchase Price which would then be
                  in effect if such record date had not been fixed.

                           (d) (i) For the purpose of any computation hereunder,
                  the "current per share market price" of any security (a
                  "Security" for the purpose of this Section 11(d)(i)) on any
                  date shall be deemed to be the average of the daily closing
                  prices per share of such Security for the 30 consecutive
                  Trading Days immediately prior to such date; provided,
                  however, that in the event that the current per share market
                  price of the Security is determined during a period following
                  the announcement by the issuer of such Security of (A) a
                  dividend or distribution on such Security payable in shares of
                  such Security or securities convertible into such shares, or
                  (B) any subdivision, combination or reclassification of such
                  Security and prior to the expiration of 30 Trading Days after
                  the ex-dividend date for such dividend or
<PAGE>

                  distribution, or the record date for such subdivision,
                  combination or reclassification, then, and in each such case,
                  the current per share market price shall be appropriately
                  adjusted to reflect the current market price per share
                  equivalent of such Security after such ex-dividend or record
                  date. The closing price for each day shall be the last sale
                  price, regular way, or, in case no such sale takes place on
                  such day, the average of the closing bid and asked prices,
                  regular way, in either case as reported in the principal
                  consolidated transaction reporting system with respect to
                  securities listed or admitted to trading on the New York Stock
                  Exchange or, if the Security is not listed or admitted to
                  trading on the New York Stock Exchange, as reported in the
                  principal consolidated transaction reporting system with
                  respect to securities listed on the principal national
                  securities exchange on which the Security is listed or
                  admitted to trading or, if the Security is not listed or
                  admitted to trading on any national securities exchange, the
                  last sale price on the Nasdaq National Market or such other
                  system then in use, or, if on any such date the Security is
                  not quoted on the Nasdaq National Market, the average of the
                  closing bid and asked prices as furnished by a professional
                  market maker making a market in the Security selected by the
                  Board of Directors of the Company. If on any such day no
                  market maker is making a market in the Common Shares, the fair
                  value of such share on such day as determined in good faith by
                  the Board of Directors of the Company shall be used in lieu of
                  the closing price for such day. The term "Trading Day" shall
                  mean a day on which the principal national securities exchange
                  on which the Security is listed or admitted to trading or the
                  Nasdaq National Market, as applicable, is open for the
                  transaction of business or, if the Security is not listed or
                  admitted to trading on any national securities exchange or the
                  Nasdaq National Market, a Business Day.

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

                           (e) No adjustment in the Purchase Price shall be
                  required unless such adjustment would require an increase or
                  decrease of at least 1% in the Purchase Price; provided,
                  however, that any adjustments which by reason of this Section
                  11(e) are not required to be made shall be carried forward and
                  taken into account in any subsequent adjustment. All
                  calculations under this Section 11 shall be made to the
                  nearest cent or to the nearest one one-millionth of a
                  Preferred Share or one ten-thousandth of any other share or
                  security as the case may be. Notwithstanding the first
                  sentence of this Section 11(e), any adjustment required
<PAGE>

                  by this Section 11 shall be made no later than the earlier of
                  (i) three years from the date of the transaction which
                  requires such adjustment or (ii) the date of the expiration of
                  the right to exercise any Rights.

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

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

                           (h) Unless the Company shall have exercised its
                  election as provided in Section 11(i), subject to the
                  provisions of Sections 11(a) and 13, upon each adjustment of
                  the Purchase Price as a result of the calculations made in
                  Sections 11(b) and (c), each Right outstanding immediately
                  prior to the making of such adjustment shall thereafter
                  evidence the right to purchase, at the adjusted Purchase
                  Price, that number of one one-hundredths of a Preferred Share
                  (calculated to the nearest one one-millionth of a Preferred
                  Share) obtained by (i) multiplying (x) the number of one
                  one-hundredths of a Preferred Share covered by a Right
                  immediately prior to this adjustment by (y) the Purchase Price
                  in effect immediately prior to such adjustment of the Purchase
                  Price and (ii) dividing the product so obtained by the
                  Purchase Price in effect immediately after such adjustment of
                  the Purchase Price.

                           (i) The Company may elect on or after the date of any
                  adjustment of the Purchase Price to adjust the number of
                  Rights, in substitution for any adjustment in the number of
                  one one-hundredths of a Preferred Share purchasable upon the
                  exercise of a Right. Each of the Rights outstanding after such
                  adjustment of the number of Rights shall be exercisable for
                  the number of one one-hundredths of a Preferred Share for
                  which a Right was exercisable immediately prior to such
                  adjustment. Each Right held of record prior to such adjustment
                  of the number of Rights shall become that number of Rights
                  (calculated to the nearest one 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
<PAGE>

                  which the Purchase Price is adjusted or any day thereafter,
                  but, if the Right Certificates have been issued, shall be at
                  least ten days later than the date of the public announcement.
                  If Right Certificates have been issued, upon each adjustment
                  of the number of Rights pursuant to this Section 11(i), the
                  Company shall, as promptly as practicable, cause to be
                  distributed to holders of record of Right Certificates on such
                  record date Right Certificates evidencing, subject to Section
                  14, the additional Rights to which such holders shall be
                  entitled as a result of such adjustment, or, at the option of
                  the Company, shall cause to be distributed to such holders of
                  record in substitution and replacement for the Right
                  Certificates held by such holders prior to the date of
                  adjustment, and upon surrender thereof, if required by the
                  Company, new Right Certificates evidencing all the Rights to
                  which such holders shall be entitled after such adjustment.
                  Right Certificates so to be distributed shall be issued,
                  executed and countersigned in the manner provided for herein,
                  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 Right Certificates on the record date specified in
                  the public announcement.

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

                           (k) Before taking any action that would cause an
                  adjustment reducing the Purchase Price below one one-hundredth
                  of the then par value, if any, of the Preferred Shares
                  issuable upon exercise of the Rights, the Company shall take
                  any corporate action which may, in the opinion of its counsel,
                  be necessary in order that the Company may validly and legally
                  issue fully paid and nonassessable Preferred Shares 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 issuing to the holder of any Right exercised after such
                  record date of the Preferred Shares and other capital stock or
                  securities of the Company, if any, issuable upon such exercise
                  over and above the Preferred Shares 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 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 sole discretion the Board of
                  Directors of the Company shall
<PAGE>

                  determine to be advisable in order that any (i) consolidation
                  or subdivision of the Preferred Shares, (ii) issuance wholly
                  for cash of any Preferred Shares at less than the current
                  market price, (iii) issuance wholly for cash of Preferred
                  Shares or securities which by their terms are convertible into
                  or exchangeable for Preferred Shares, (iv) dividends on
                  Preferred Shares payable in Preferred Shares or (v) issuance
                  of rights, options or warrants referred to hereinabove in
                  Section 11(b), hereafter made by the Company to holders of its
                  Preferred Shares shall not be taxable to such stockholders.

                           (n) The Company 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)), (ii) merge with or into any
                  other Person (other than a Subsidiary of the Company in a
                  transaction which complies with Section 11(o)), or (iii) sell
                  or transfer (or permit any Subsidiary to sell or transfer), in
                  one transaction, or a series of related transactions, assets
                  or earning power aggregating more than 50% of the assets or
                  earning power of the Company and its Subsidiaries (taken as a
                  whole) to any other Person or Persons (other than the Company
                  and/or any of its Subsidiaries in one or more transaction each
                  of which complies with Section 11(o)), if (x) at the time of
                  or immediately after such consolidation, merger or sale there
                  are any rights, warrants or other instruments or securities
                  outstanding or agreements in effect which would substantially
                  diminish or otherwise eliminate the benefits intended to be
                  afforded by the Rights or (y) prior to, simultaneously with or
                  immediately after such consolidation, merger or sale, the
                  shareholders of the Person who constitutes, or would
                  constitute, the "Principal Party" for purposes of Section
                  13(a) shall have received a distribution of Rights previously
                  owned by such Person or any of its Affiliates and Associates.

                           (o) The Company, after the Distribution Date, will
                  not, except as permitted by Section 23, 24 or 27, take (or
                  permit any Subsidiary of the Company to take) any action if at
                  the time such action is taken it is reasonably foreseeable
                  that such action will diminish substantially or otherwise
                  eliminate the benefits intended to be afforded by the Rights.

                           (p) Anything in this Agreement or the Rights to the
                  contrary notwithstanding, in the event that at any time after
                  the date of this Agreement and prior to the Distribution Date,
                  the Company shall (i) declare or pay any dividend on the
                  Common Shares payable in Common Shares or (ii) effect a
                  subdivision, combination or consolidation of the Common Shares
                  (by reclassification or otherwise than by payment of dividends
                  in Common Shares) into a greater or lesser number of Common
                  Shares, then in any such case (i) the Purchase Price for each
                  one one-hundredths of a Preferred Share purchasable after such
                  event upon proper exercise of each Right shall be determined
                  by multiplying the Purchase Price for each one one-hundredths
                  of a Preferred Share so purchasable immediately prior to such
                  event by a fraction, the numerator of which is the number of
                  Common Shares outstanding immediately before such event and
                  the denominator of which is the number of Common Shares
                  outstanding immediately after such event, and (ii) each Common
                  Share outstanding immediately after such
<PAGE>

                  event shall have issued with respect to it that number of
                  Rights which each Common Share outstanding immediately prior
                  to such event had issued with respect to it. The adjustments
                  provided for in this Section 11(p) shall be made successively
                  whenever such a dividend is declared or paid or such a
                  subdivision, combination or consolidation is effected. If an
                  event occurs which would require an adjustment under Section
                  11(a)(ii) and this Section 11(p), the adjustments provided for
                  in this Section 11(p) shall be in addition and prior to any
                  adjustment required pursuant to Section 11(a)(ii).

                  Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Sections 11 and 13, the
Company shall promptly (a) prepare a certificate setting forth such adjustment
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Common Shares or the
Preferred Shares a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate in accordance with Section 25.

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

                  (a) In the event, directly or indirectly, at any time after
there is an Acquiring Person,

                           (w) the Company shall consolidate with, or merge with
                  and into, any other Person and the Company shall not be the
                  continuing or surviving corporation of such consolidation or
                  merger,

                           (x) any Person shall consolidate with, or merge with
                  and into, the Company, 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 Common Shares shall be changed into or exchanged for stock
                  or other securities of any other Person (or the Company) or
                  cash or any other property,
                           (y) the Company shall effect a statutory share
                  exchange with the outstanding Common Shares of the Company
                  being exchanged for stock or other securities of any other
                  Person, cash or property, or

                           (z) the Company shall sell or otherwise transfer (or
                  one or more of its Subsidiaries shall sell or otherwise
                  transfer), in one or more transactions, assets or earning
                  power aggregating 50% or more of the assets or earning power
                  of the Company and its Subsidiaries (taken as a whole) to any
                  other Person other than the Company or one or more of its
                  wholly owned Subsidiaries,

then, and in each such case, except as contemplated by Section 13(e), proper
provision shall be made so that (i) each holder of a Right (except as otherwise
provided in this Agreement) shall thereafter have the right to receive, upon the
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one one-hundredths of a Preferred Share for which a Right is
then exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred
<PAGE>

Shares, such number of validly authorized and issued, fully paid, nonassessable
and freely tradeable Common Shares of the Principal Party, not subject to any
liens, encumbrances, rights of first refusal or adverse claims, as shall be
equal to the result obtained by (x) multiplying the then current Purchase Price
by the number of one one-hundredths of a Preferred Share for which a Right is,
immediately prior to such consolidation, merger, statutory share exchange, sale
or transfer, exercisable and (y) dividing that product by 50% of the current per
share market price of the Common Shares of such Principal Party (determined
pursuant to Section 11(d)) on the date of consummation of such consolidation,
merger, statutory share exchange, sale or transfer; (ii) such Principal Party
shall thereafter be liable for, and shall assume, by virtue of such merger,
consolidation, statutory share exchange, sale or transfer, all the obligations
and duties of the Company pursuant to this Agreement; (iii) the term "Company"
shall thereafter be deemed to refer to such Principal Party; and (iv) such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares to permit the exercise
of all outstanding Rights) in connection with the consummation of any such
transaction as may be necessary to assure that the provisions of this Agreement
shall thereafter be applicable, as nearly as reasonably may be, in relation to
its Common Shares thereafter deliverable upon the exercise of the Rights.

                  (b)      "Principal Party" shall mean:

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

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

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

                  (c) The Company shall not consummate any such consolidation,
merger, share exchange, sale or transfer unless the Principal Party shall have a
sufficient number of authorized, unreserved Common Shares which have not been
issued 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
<PAGE>

that, as soon as practicable after the date of any such consolidation, merger,
share exchange, sale or transfer, 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 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 earlier
                  of (1) the date as of which the Rights are no longer
                  exercisable for such securities or (2) the Final Expiration
                  Date;

                           (ii) 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; and

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

                  (d) The Company shall not enter into any transaction of the
kind referred to in this Section 13 if at the time of such transaction there are
any rights, warrants, instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such transaction, would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights. Without limiting the generality of the preceding
sentence, in case the Principal Party which is to be a party to a transaction of
the kind referred to in this Section 13 has a provision in any of its authorized
securities or in its certificate of incorporation or bylaws or other instrument
governing its corporate affairs, which provision would have the effect of (i)
causing such Principal Party to issue, in connection with, or as a consequence
of, the consummation of a transaction of the kind referred to in this Section
13, Common Shares of such Principal Party at less than the then current per
share market price (determined pursuant to Section 11(d)) or securities
exercisable for or convertible into Common Shares of such Principal Party at
less than such then current market price (other than to holders of Rights
pursuant to this Section 13) or (ii) providing for any special payment, tax or
similar provisions in connection with the issuance of Common Shares of such
Principal Party pursuant to the provisions of Section 13, then, in such event,
the Company shall not consummate any such transaction unless prior thereto the
provision in question of such Principal Party shall have been canceled, waived
or amended so as to avoid any of the effects referred to in clauses (i) and (ii)
of this paragraph, or the authorized securities shall have been redeemed, so
that the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction.

                  (e) Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction described in
clauses (w), (x) or (y) of Section 13(a) if (i) such transaction is consummated
with a Person or Persons who acquired Common Shares pursuant to a Permitted
Offer (or a wholly owned Subsidiary of any such Person or Persons), (ii) the
price per Common Share offered in such transaction is not less than the price
per Common Share paid to all holders of Common Shares whose shares were
purchased pursuant to such tender offer or exchange offer and (iii) the form of
consideration being offered to the remaining
<PAGE>

holders of Common Shares 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(e), all
Rights hereunder shall expire.

                  (f) The provisions of this Section 13 shall similarly apply to
successive mergers, consolidations, statutory share exchanges or sale or other
transfers.

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

                  (a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional Rights. In
lieu of such fractional Rights, there shall be paid to the registered holders of
the Right Certificates with regard to which such fractional Rights would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable determined in accordance
with Section 11(d)(i).

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

                  (c) The holder of a Right by the acceptance of the Right
expressly waives such holder's right to receive any fractional Rights or any
fractional shares upon exercise of a Right (except as provided above).

                  Section 15. Rights of Action. All rights of action in respect
of this Agreement, excepting the rights of action given to the Rights Agent
under Section 18, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in such holder's own behalf and
for such holder's own benefit, enforce, and may
<PAGE>

institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such holder's right to exercise the
Rights evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Agreement.

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

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

                           (b) after the Distribution Date, the Right
                  Certificates are transferable only on the registry books of
                  the Rights Agent if surrendered at the principal office of the
                  Rights Agent, duly endorsed or accompanied by a proper
                  instrument of transfer; and

                           (c) the Company and the Rights Agent may deem and
                  treat the Person in whose name the Right Certificate (or,
                  prior to the Distribution Date, the associated Common Shares
                  certificate) is registered as the absolute owner thereof and
                  of the Rights evidenced thereby (notwithstanding any notations
                  of ownership or writing on the Right Certificates or the
                  associated Common Shares certificate made by anyone other than
                  the Company or the Rights Agent) for all purposes whatsoever,
                  and neither the Company nor the Rights Agent shall be affected
                  by any notice to the contrary.

                  Section 17. Right Certificate Holder Not Deemed a Stockholder.
No holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions of
this Agreement.

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

                  (a) The Company will pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
other disbursements incurred in the administration and
<PAGE>

execution of this Agreement and the exercise and performance of its duties
hereunder. The Company will 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 Right
Certificate or certificate for the Preferred Shares (or for depositary receipts
evidencing fractional interests in Preferred Shares) or Common Shares or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons, or otherwise upon the advice of counsel as set
forth in Section 20.

                  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 stock transfer or corporate trust business of the Rights Agent
or any successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties to this Agreement, provided that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21. In case at the time such successor Rights Agent
shall succeed to the agency created by this Agreement any of the Right
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of the predecessor Rights Agent and
deliver such Right Certificates so countersigned; and in case at that time any
of the Right Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Right Certificates shall have the full force provided in the
Right 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 Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Certificates either
in its prior name or in its changed name; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.

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

                           (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 be proved or established by
                  the Company prior to taking or suffering any action hereunder,
                  such fact or matter (unless other evidence in respect thereof
                  be herein specifically prescribed) may be deemed to be
                  conclusively proved and established by a certificate signed by
                  any one of the Chairperson of the Board, the President, any
                  Vice President, the Treasurer or the Secretary of the Company
                  and delivered to the Rights Agent; and such certificate shall
                  be full authorization 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 to the
                  Company and any other Person 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 Right Certificates (except its
                  countersignature thereof) or be required to verify the same,
                  but all such statements and recitals are and shall be deemed
                  to have been made by the Company only.

                           (e) The Rights Agent shall not be under any
                  responsibility in respect of the validity of this Agreement or
                  the execution and delivery of this Agreement (except the due
                  execution of this Agreement by the Rights Agent) or in respect
                  of the validity or execution of any Right Certificate (except
                  its countersignature thereof); nor shall it be responsible for
                  any breach by the Company of any covenant or condition
                  contained in this Agreement or in any Right Certificate; nor
                  shall it be responsible for any change in the exercisability
                  of the Rights (including the Rights becoming void pursuant to
                  Section 11(a)(ii)) or any adjustment in the terms of the
                  Rights (including the manner, method or amount thereof)
                  provided for in Section 3, 11, 13, 23 or 24, or the
                  ascertaining of the existence of facts that would require any
                  such change or adjustment (except with respect to the exercise
                  of Rights evidenced by Right Certificates after receipt of
                  actual notice from the Company stating that a change or
                  adjustment is required and specifying the manner and amount
                  thereof); nor shall it by any act hereunder be deemed to make
                  any representation or warranty as to the authorization or
                  reservation of any Preferred Shares to be issued pursuant to
                  this Agreement or any Right Certificate or as to whether any
                  Preferred Shares will, when issued, be validly authorized and
                  issued, fully paid and nonassessable.
<PAGE>

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

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

                           (h) The Rights Agent and any shareholder, 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 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.

                  Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares and Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares and
Preferred Shares by registered or certified mail. 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 30 days after giving notice of
<PAGE>

such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit such holder's Right
Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be (a) a corporation 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 so long as such corporation is
authorized to do business as a banking institution in the State of Wisconsin or
New York), in good standing, having an office in the State of Wisconsin or New
York, which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or state
authority and which has or is a subsidiary of a corporation which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $100 million, or (b) an affiliate of a corporation 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 Shares and Preferred Shares. Failure to give any notice provided for
in this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.

                  Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Purchase Price and the number or kind or
class of shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of Common Shares after the
Distribution Date, the Company shall, with respect to Common Shares issued upon
the exercise, conversion or exchange of securities hereinafter issued by the
Company and outstanding on the Distribution Date, issue Right Certificates
representing the appropriate number of rights in connection with such issuance;
provided, however, that (i) no such Right 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 Right Certificate would be issued, and (ii)
no such Right 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.
                              ----------

                  (a) The Board of Directors of the Company may, at its option,
at any time prior to the Close of Business on the tenth day after the Shares
Acquisition Date, redeem all but not less than all of the then outstanding
Rights at a redemption price of $0.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of this Agreement (such redemption price being hereinafter referred to
as the
<PAGE>

"Redemption Price"). The redemption of the Rights by the Board of Directors may
be made effective at such time and on such basis and with such conditions as the
Board of Directors in its sole discretion may establish.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights pursuant to paragraph (a) of
this Section 23, and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. The Company shall
promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity
of such redemption. Within ten days after such action of the Board of Directors
ordering the redemption of the Rights, the Company shall mail a notice of
redemption to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Shares. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24, and other
than in connection with the purchase of Common Shares prior to the Distribution
Date.

                  Section 24. Exchange.
                              --------

                  (a) The Board of Directors of the Company may, at its option,
at any time after the Close of Business on the tenth day after the Shares
Acquisition Date, exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii)) for Common Shares at an exchange ratio of one
Common Share per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of this Agreement (such
exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than an Exempt Person)
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the Common Shares then outstanding.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 24 and without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to receive that number of Common Shares equal to
the number of such Rights held by such holder multiplied by the Exchange Ratio.
The Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of the Common Shares for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected
<PAGE>

pro rata based on the number of outstanding and exercisable Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii))
held by each holder of Rights.

                  (c) In the event that there shall not be sufficient Common
Shares issued but not outstanding or authorized but unissued and unreserved to
permit any exchange of Rights as contemplated in accordance with this Section
24, the Company shall take all such action as may be necessary to authorize
additional Common Shares for issuance upon exchange of the Rights. In the event
the Company shall, after good faith effort, be unable to take all such action as
may be necessary to authorize such additional Common Shares, the Company shall
substitute, for each Common Share that would otherwise be issuable upon exchange
of a Right, a number of Preferred Shares or fraction thereof such that the
current per share market price of one Preferred Share multiplied by such number
or fraction is equal to the current per share market price of one Common Share
as of the date of issuance of such Preferred Shares or fraction thereof.

                  (d) The Company shall not be required to issue fractions of
Common Shares or to distribute certificates which evidence fractional Common
Shares. In lieu of such fractional Common Shares, the Company shall pay to the
registered holders of the Right Certificates with regard to which such
fractional Common Shares would otherwise be issuable an amount in cash equal to
the same fraction of the current market value of a whole Common Share. For the
purposes of this paragraph (d), the current market value of a whole Common Share
shall be the closing price of a Common Share (as determined pursuant to the
second sentence of Section 11(d)(i)) for the Trading Day immediately prior to
the date of exchange pursuant to this Section 24.

                  Section 25. 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 its Preferred Shares or to make any other distribution to the holders
of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to
offer to the holders of its Preferred Shares rights or warrants to subscribe for
or to purchase any additional Preferred Shares or shares of stock of any class
or any other securities, rights or options, (iii) to effect any reclassification
of its Preferred Shares (other than a reclassification involving only the
subdivision of outstanding Preferred Shares), (iv) to effect any consolidation
or merger into or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one or
more transactions, of 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect any
statutory share exchange with the outstanding Common Shares of the Company being
exchanged for stock or other securities of any other corporation or cash or
other property, (vi) to effect the liquidation, dissolution or winding up of the
Company or (vii) to declare or pay any dividend on the Common Shares payable in
Common Shares or to effect a subdivision, combination or consolidation of the
Common Shares (by reclassification or otherwise than by payment of dividends in
Common Shares), then, in each such case, the Company shall give to each holder
of a Right Certificate, in accordance with Section 26, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding up is to take place and the date of participation therein
by the holders of the Common Shares and/or Preferred Shares, if
<PAGE>

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) of this paragraph at least ten days
prior to the record date for determining holders of the Preferred Shares for
purposes of such action, and in the case of any such other action, at least ten
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares and/or Preferred
Shares, whichever shall be the earlier.

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

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

                           Pemstar, Inc.
                           3535 Technology Drive N.W.
                           Rochester, Minnesota 55901

                           Attn: Chief Financial Officer

                           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 Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:






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

                  Section 27. Supplements and Amendments. The Company may from
time to time supplement or amend this Agreement without the approval of any
holders of Right Certificates in order (i) to extend the Final Expiration Date
or, provided that at the time of such amendment no Person has become an
Acquiring Person, the period during which the Rights may be redeemed, (ii) to
cure any ambiguity, to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions of this
Agreement, (iii) prior to the time that any Person becomes an Acquiring Person,
to otherwise change or supplement any provision in this Agreement in any manner
which the Company may deem necessary or desirable, or (iv) subject to clause (i)
of this Section 27, from and after the time that any Person
<PAGE>

becomes an Acquiring Person, to otherwise change or supplement any provision in
this Agreement in any manner which the Company may deem necessary or desirable
and which shall not adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person).

                  Section 28. 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 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 Right Certificates (and, prior to
the Distribution Date, the Common Shares) 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 Right Certificates (and, prior to the Distribution Date, the Common Shares).

                  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.

                  Section 31. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Minnesota and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

                  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.

                  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 of
this Agreement.
<PAGE>

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


                                  PEMSTAR, INC.



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





                                  By:
                                      -------------------------------------
                                  Name:
                                        -----------------------------------
                                  Title:
                                         ----------------------------------
<PAGE>

                                                                       Exhibit A
                                                                       ---------


                           CERTIFICATE OF DESIGNATIONS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                                  PEMSTAR, INC.



                  The undersigned hereby certifies that the Board of Directors
of Pemstar, Inc. (the "Corporation"), a corporation organized and existing under
the Minnesota Business Corporation Act, duly adopted the following resolution on
_____, 2000:

                  RESOLVED, that a series of preferred stock of the Corporation
is hereby created, and the designation and amount thereof and the relative
rights and preferences of the shares of such series, are as follows:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Preferred Shares") and the number of shares constituting the Preferred Shares
shall be 1/100th of authorized common. Such number of shares may be increased or
decreased by resolution of the Board of Directors and any necessary stockholder
approval; provided, however, that no decrease shall reduce the number of shares
of Preferred Shares to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Preferred Shares.

                  Section 2. Dividends and Distributions.
                             ---------------------------

                  (a) Subject to the rights of the holders of any shares of any
series of preferred stock (or any similar stock) ranking prior and superior to
the Preferred Shares with respect to dividends, the holders of Preferred Shares,
in preference to the holders of Common Stock, par value $.01 (the "Common
Stock"), of the Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Preferred Shares, in an amount per share (rounded to the
nearest cent) equal to the greater of (i) $____ or (ii) subject to the provision
for adjustment hereinafter set forth, 100 times the aggregate per share amount
of all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or
<PAGE>

fraction of a share of Preferred Shares. In the event the Corporation shall at
any time after the business day prior to the Company's initial public offering
("Record Date"), declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Common Stock, then in each such
case the amount to which holders of shares of Preferred Shares were entitled
immediately prior to such event under clause (ii) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  (b) The Corporation shall declare a dividend or distribution
on the Preferred Shares as provided in paragraph (a) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
Common Stock); provided that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $____ per share on the Preferred Shares shall nevertheless be
payable, out of funds legally available for such purpose, on such subsequent
Quarterly Dividend Payment Date.

                  (c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Preferred Shares from their date of issue. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of
Preferred Shares in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of Preferred
Shares entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.

                  Section 3. Voting Rights.
                             -------------

                  (a) Subject to the provision for adjustment hereinafter set
forth, each Preferred Share shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the stockholders of the Corporation. In the event
the Corporation shall at any time after the Record Date, declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per share to
which holders of shares of Preferred Shares were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (b) Except as otherwise provided herein or by law, the holders
of Preferred Shares and the holders of Common Stock and any other capital stock
of the Corporation having general voting rights shall vote together as one class
on all matters submitted to a vote of stockholders of the Corporation.
<PAGE>

                  (c) Except as set forth herein or required by law, holders of
Preferred Shares shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

                  Section 4. Certain Restrictions.
                             --------------------

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

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

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

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

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

                  (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
<PAGE>

                  Section 5. Reacquired Shares. Any Preferred Shares purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of preferred
stock and may be reissued as part of a new series of preferred stock subject to
the conditions and restrictions on issuance set forth herein, in the Certificate
of Incorporation, or in any other certificate of designation creating a series
of preferred stock or any similar stock or as otherwise required by law.

                  Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Preferred
Shares unless, prior thereto, the holders of Preferred Shares shall have
received the greater of (i) $___ per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of Common Stock, or (2) to the holders of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Preferred Shares, except distributions made
ratably on the Preferred Shares and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time after the Record Date declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the aggregate amount to which holders of shares of Preferred
Shares were entitled immediately prior to such event under clause (1)(ii) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Preferred Shares shall at the same time be similarly exchanged or changed
into an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Record Date declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Preferred Shares
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
<PAGE>

                  Section 8. No Redemption. The Preferred Shares shall not be
redeemable.

                  Section 9. Rank. The Preferred Shares shall rank, with respect
to the payment of dividends and the distribution of assets, junior to any other
class of the Corporation's Preferred Stock.

                  Section 10. Fractional Shares. Preferred Shares may be issued
in fractions of a share which are integral multiples of one one-hundredth of a
share which shall entitle the holder, in proportion to such holder's fractional
shares, to receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Preferred Shares.

                  Section 11. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or rights of the Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Preferred Shares, voting together as a
single class.

                  IN WITNESS WHEREOF, I have subscribed my name this ___________
day of ____________, 2000.



                                  PEMSTAR, INC.



                                  By:
                                      -------------------------------------
                                  Name:
                                        -----------------------------------
                                  Title:
                                         ----------------------------------
<PAGE>

                                                                       Exhibit B
                                                                       ---------


                           FORM OF RIGHT CERTIFICATES


Certificate No. R-___ ____________ Rights



NOT EXERCISABLE AFTER MAY 1, 2010 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT (SUBJECT TO ADJUSTMENT)
AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY A
PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND
SUBSEQUENT HOLDERS OF SUCH RIGHTS MAY BECOME NULL AND VOID.


                                RIGHT CERTIFICATE

                                  PEMSTAR, INC.

                  This certifies that ________________________ , or registered
assigns, is the registered owner of the number of Rights set forth above, each
of which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of ____, 2000, (the "Rights
Agreement"), between Pemstar, Inc., a Minnesota corporation (the "Company"), and
____________ (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M., on _______, 2010, at the office or offices of the Rights
Agent designated for such purpose, or of its successor as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Shares"), of the Company, at a purchase price of $_____ (the "Purchase Price"),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of a Preferred Share which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of the [insert appropriate
date], based on the Preferred Shares as constituted at such date. As provided in
the Rights Agreement, the Purchase Price and the number of one one-hundredths of
a Preferred Share which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.

                  This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a
<PAGE>

full description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates. Copies of the Rights Agreement are on file at the principal
executive office of the Company and the office or offices of the Rights Agent
and will be mailed without charge by the Company or the Rights Agent to the
holder of this certificate promptly following receipt by the Company or the
Rights Agent of a written request therefor.

                  From and after the date that any Person becomes an Acquiring
Person, any Rights that are or were acquired or beneficially owned by any
Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as
such terms are defined in the Rights Agreement) shall be void and any holder of
such Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement.

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

                  Subject to the provisions of the Rights Agreement, the Rights
evidenced by this certificate (i) may, but are not required to, be redeemed by
the Company at a redemption price of $0.01 per Right, subject to adjustment as
provided in the Rights Agreement, and (ii) may, but are not required to, be
exchanged by the Company in whole or in part for Common Shares.

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

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

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

                  WITNESS the manual or facsimile signature of the proper
officer of the Company.

Dated:           , 2000
      -----------


                                  PEMSTAR, INC.



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



Countersigned for purposes
of authentication only:




By:
   ------------------------------
      Authorized Signature
<PAGE>

Form of Reverse Side of Right Certificate

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

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

                  FOR VALUE RECEIVED, _____________________ hereby sells,
assigns and transfers unto ________________________ (print name of transferee)
___________________________ (print address of transferee) this Right
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint _____________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.

Please insert social security
number taxpayer identification
number or other identifying number:
                                    --------------------------------------------


Dated:
       ------------------


                                    Signature

Signature Guaranteed:
                      ------------------------------

                  The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.
<PAGE>

              Form of Reverse Side of Right Certificate--continued

                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                        exercise the Right Certificate.)

To:  PEMSTAR, INC.

                  The undersigned hereby irrevocably elects to exercise
____________ Rights represented by this Right Certificate to purchase the
Preferred Shares issuable upon the exercise of such Rights and requests that
certificates for such Preferred Shares be issued in the name of:

Please insert social security
number, taxpayer identification
number or other identifying number:
                                    --------------------------------------------


                         (Please print name and address)


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

Please insert social security,
taxpayer identification
or other identifying number:
                             ---------------------------------------------------


                         (Please print name and address)


Dated:
       ------------------


                                    Signature

Signature Guaranteed:
                      ------------------------------

         The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.