<PAGE>   1




                                                                     EXHIBIT 4.1
================================================================================





                       ANCHOR GLASS CONTAINER CORPORATION


                                       and


                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                                 as Rights Agent


                                RIGHTS AGREEMENT


                                   Dated as of


                               September 26, 2001







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



<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----

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

Section 2.            Appointment of Rights Agent......................................................7

Section 3.            Issue of Right Certificates......................................................7

Section 4.            Form of Right Certificates......................................................10

Section 5.            Countersignature and Registration...............................................11

Section 6.            Transfer, Split Up, Combination and
                      Exchange of Right Certificates;
                      Mutilated, Destroyed, Lost or Stolen
                      Right Certificates..............................................................12

Section 7.            Exercise of Rights; Purchase Price; Expiration Date of Rights...................13

Section 8.            Cancellation and Destruction of Right Certificates..............................16

Section 9.            Reservation and Availability of Shares of Capital Stock.........................16

Section 10.           Preferred Stock Record Date.....................................................18

Section 11.           Adjustment of Purchase Price, Number of Shares or Number of Rights..............18

Section 12.           Certificate of Adjusted Purchase Price or Number of Shares......................21

Section 13.           Fractional Rights and Fractional Shares.........................................22

Section 14.           Rights of Action................................................................23

Section 15.           Agreement of Right Holders......................................................23

Section 16.           Right Certificate Holder Not Deemed a Stockholder...............................24
</TABLE>


                                       -i-
<PAGE>   3

<TABLE>
                                                                                                     Page
                                                                                                     ----

<S>                   <C>                                                                            <C>
Section 17.           Concerning the Rights Agent.....................................................25

Section 18.           Merger or Consolidation or Change of Name of Rights Agent.......................26

Section 19.           Duties of Rights Agent..........................................................27

Section 20.           Change of Rights Agent..........................................................30

Section 21.           Issuance of New Right Certificates..............................................31

Section 22.           Redemption and Termination......................................................31

Section 23.           Exchange........................................................................33

Section 24.           Notice of Certain Events........................................................33

Section 25.           Notices.........................................................................34

Section 26.           Supplements and Amendments......................................................35

Section 27.           Successors......................................................................36

Section 28.           Determinations and Actions by the Board of Directors............................36

Section 29.           Benefits of This Agreement......................................................36

Section 30.           Severability....................................................................37

Section 31.           Governing Law...................................................................37

Section 32.           Counterparts....................................................................37

Section 33.           Descriptive Headings............................................................37

EXHIBIT A             Certificate of Amendment........................................................A-1

EXHIBIT B             Form of Right Certificate.......................................................B-1

EXHIBIT C             Summary of Rights to Purchase Preferred Stock...................................C-1
</TABLE>


                                      -ii-
<PAGE>   4


                                RIGHTS AGREEMENT


                  Rights Agreement (the "Agreement"), dated as of September 26,
2001 between Anchor Glass Container Corporation, a Delaware corporation (the
"Company"), and Continental Stock Transfer & Trust Company (the "Rights Agent").

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


                  WHEREAS, the Board of Directors of the Company on September
26, 2001 (the "Rights Dividend Declaration Date") authorized and declared a
dividend distribution (the "Distribution") of one Right for each outstanding
share of the Common Stock, $0.10 par value, of the Company outstanding at the
close of business on September 26, 2001 (the "Record Date") and has authorized
and directed the issuance of one Right (as such number may hereinafter be
adjusted pursuant to the provisions of Section 11 hereof) in respect of each
share of Common Stock issued (whether originally issued or delivered from the
Company's treasury stock) between the Record Date and the earlier of the
Distribution Date and the Expiration Date (as such terms are hereinafter
defined), each Right initially representing the right to purchase, under certain
circumstances, one one-thousandth of a share of Series C Junior Participating
Preferred Stock of the Company having the rights, powers and preferences set
forth in the Certificate of Amendment attached hereto as Exhibit A, upon the
terms and subject to the conditions hereinafter set forth (the "Rights");

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

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

                  (a)      "Acquiring Person" shall mean any Person (as such
         term is hereinafter defined) who or that, together with all Affiliates
         (as such term is hereinafter defined) and Associates (as such term is
         hereinafter defined) of such Person, shall be the Beneficial Owner (as
         such term is hereinafter defined) of securities of the Company
         constituting a Substantial Block (as such term is hereinafter defined),
         but shall not include (i) the Company, any Subsidiary (as such term is
         hereinafter defined) of the Com-



<PAGE>   5

                                      -2-

         pany, any employee benefit plan of the Company or of any Subsidiary of
         the Company or any Person organized, appointed or established by the
         Company or any Subsidiary of the Company for or pursuant to the terms
         of any such plan; (ii) any Person who or that, together with all
         Affiliates and Associates of such Person, becomes the Beneficial Owner
         of a Substantial Block solely as a result of a change in the aggregate
         number of shares of Voting Stock (as such term is hereinafter defined)
         outstanding since the last date on which such Person was the Beneficial
         Owner of any shares of the Voting Stock constituting all or a portion
         of such Substantial Block; (iii) any Person who or that, together with
         all Affiliates and Associates of such Person, becomes the Beneficial
         Owner of a Substantial Block in the good faith belief that such
         acquisition would not (x) cause such Person and its Affiliates and
         Associates to become the Beneficial Owner of a Substantial Block and
         such Person relied in good faith in computing the percentage of its
         voting power on publicly filed reports or documents of the Company
         which are inaccurate or out-of-date or (y) otherwise cause a
         Distribution Date to occur; and (iv) any current Beneficial Owner of
         Voting Stock as of the date hereof, but only if any such Person does
         not become the Beneficial Owner of any additional Voting Stock of the
         Company; provided, however, that any such Person shall be deemed to
         have become the Beneficial Owner of additional Voting Stock for
         purposes of clause (iv) if any Voting Stock (or securities exercisable
         or exchangeable for or convertible into Voting Stock) Beneficially
         Owned as of the date hereof by such Person which is owned as of the
         date hereof by Consumers Packaging or any of its Subsidiaries (x)
         ceases to be owned by Consumers Packaging or any of its then
         Subsidiaries but (y) is or becomes Beneficially Owned by such Person.
         Notwithstanding clause (ii) or (iii) of the prior sentence, if any
         Person that is not an Acquiring Person due to such clause (ii) or (iii)
         does not cease to be the Beneficial Owner of a Substantial Block by the
         close of business on the fifth Business Day (as such term is
         hereinafter defined) after notice from the Company (the date of notice
         being the first Business Day) that such Person is the Beneficial Owner
         of a Substantial Block, such Person shall, at the end of such five
         Business Day period, become an Acquiring Person (and such clause (ii)
         or (iii) shall no longer apply to such Person). For purposes of this
         definition, the determination whether any Person acted in "good faith"
         shall be conclusively determined by the Board of Directors of the
         Company.


<PAGE>   6

                                      -3-


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

                  (c)      "Affiliate" and "Associate" shall have the respective
         meanings ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), as in effect on the date hereof.

                  (d)      "Agreement" shall have the meaning set forth in the
         introduction hereto.

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

                           (i)      that such Person or any of such Person's
                  Affiliates or Associates has, directly or indirectly, the
                  right to acquire (whether such right is exercisable
                  immediately or only after the passage of time or upon the
                  occurrence of an event) pursuant to any agreement, arrangement
                  or understanding (whether or not in writing), or upon the
                  exercise of conversion rights, exchange rights, rights,
                  warrants or options, or otherwise; provided, however, that a
                  Person shall not be deemed the "Beneficial Owner" of, or to
                  "Beneficially Own" (and, in the case of (and for the purposes
                  referred to in) subclause (4) below, shall be deemed not to be
                  the "Beneficial Owner" of and to not "Beneficially Own"), (1)
                  securities tendered pursuant to a tender or exchange offer
                  made by such Person or any of such Person's Affiliates or
                  Associates until such tendered securities are accepted for
                  purchase or exchange, (2) securities issuable upon exercise of
                  Rights at any time prior to the occurrence of a Triggering
                  Event (as such term is hereinafter defined), (3) securities
                  issuable upon exercise of Rights from and after the occurrence
                  of a Triggering Event, which Rights were acquired by such
                  Person or any of such Person's Affiliates or Associates prior
                  to the Distribution Date or pursuant to Section 3(a) hereof
                  ("Original Rights") or pursuant to Section 11(i) or Section 21
                  hereof in connection with an adjustment made with respect to
                  Original Rights or (4) securities that such Person has the
                  right to acquire pursuant to an agreement entered into on or
                  prior to the date hereof unless and until all applicable
                  waiting periods under the Hart-Scott-Rodino Antitrust
                  Im-


<PAGE>   7

                                      -4-


                  provement Act of 1976, as amended (the "HSR Act"), with
                  respect to such acquisition have expired; or

                           (ii)     that such Person or any of such Person's
                  Affiliates or Associates has, directly or indirectly, the
                  right to vote or dispose of or has "beneficial ownership" of
                  (as determined pursuant to Rule 13d-3 of the General Rules and
                  Regulations under the Exchange Act), including pursuant to any
                  agreement, arrangement or understanding (whether or not in
                  writing) or has a "pecuniary interest" or an "indirect
                  pecuniary interest" in (as determined pursuant to Rule
                  16A-1(a)(2) of the General Rules and Regulations under the
                  Exchange Act); provided, however, that (1) a Person shall not
                  be deemed the "Beneficial Owner" of, or to "Beneficially Own,"
                  any security under this subparagraph (ii) if the agreement,
                  arrangement or understanding to vote such security (x) arises
                  solely from a revocable proxy given in response to a public
                  proxy or consent solicitation made pursuant to, and in
                  accordance with, the applicable rules and regulations of the
                  Exchange Act and (y) is not then reportable on Schedule 13D
                  under the Exchange Act (or any comparable or successor report)
                  and (2) a Person shall be deemed not to Beneficially Own any
                  securities under this subparagraph (ii) that such Person has
                  the right to acquire pursuant to an agreement entered into on
                  or prior to the date hereof unless and until all applicable
                  waiting periods under the HSR Act with respect to such
                  acquisition have expired; or

                           (iii)    that are beneficially owned, directly or
                  indirectly, by any other Person with which such Person or any
                  of such Person's Affiliates or Associates has any agreement,
                  arrangement or understanding (whether or not in writing) for
                  the purpose of acquiring, holding, voting (except pursuant to
                  a revocable proxy as described in the proviso to subparagraph
                  (ii) of this paragraph (e)) or disposing of any securities of
                  the Company; provided, however, that a Person shall be deemed
                  not to Beneficially Own any securities under this subparagraph
                  (iii) that such Person has the right to acquire pursuant to an
                  agreement entered into on or prior to the date hereof unless
                  and until all applicable waiting periods under the HSR Act
                  with respect to such acquisition have expired.


<PAGE>   8
                                      -5-


         Notwithstanding the foregoing, nothing contained in this definition
         shall cause a Person ordinarily engaged in business as an underwriter
         of securities to be the "Beneficial Owner" of, or to "Beneficially
         Own," any securities acquired in a bona fide firm commitment
         underwriting pursuant to an underwriting agreement with the Company.

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

                  (g)      "Certification" shall have the meaning set forth in
         Section 17 hereof.

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

                  (i)      "Common Stock" when used with reference to the
         Company shall mean the Common Stock, $0.10 par value, of the Company.
         "Common Stock" when used with reference to any Person other than the
         Company shall mean either the capital stock with the greatest voting
         power of such other Person or, if such Person is a Subsidiary of
         another Person, the equity securities or other equity interest having
         power to control or direct the management of such other person.

                  (j)      "Company" shall have the meaning set forth in the
         introduction hereto.

                  (k)      "Consumers Packaging" shall mean Consumers Packaging,
         Inc., a corporation organized under the federal laws of Canada.

                  (l)      "Distribution" shall have the meaning set forth in
         the recitals hereto.

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

                  (n)      "Exchange Act" shall have the meaning set forth in
         the definitions of "Affiliate" and "Associate" above.

                  (o)      "Exchange Ratio" shall have the meaning set forth in
         Section 23(a) hereof.


<PAGE>   9
                                      -6-


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

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

                  (r)      "HSR Act" shall have the meaning set forth in the
         definition of "Beneficial Owner" above.

                  (s)      "Original Rights" shall have the meaning set forth in
         the definition of "Beneficial Owner" above.

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

                  (u)      "Preferred Stock" shall mean the shares of Series C
         Junior Participating Preferred Stock, par value $0.01 per share, of the
         Company.

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

                  (w)      "Record Date" shall have the meaning set forth in the
         recitals hereto.

                  (x)      "Redemption Price" shall have the meaning set forth
         in Section 22(a) hereof.

                  (y)      "Rights" shall have the meaning set forth in the
         recitals hereto.

                  (z)      "Rights Agent" shall have the meaning set forth in
         the introduction hereto.

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

                  (bb)     "Rights Dividend Declaration Date" shall have the
         meaning set forth in the recitals hereto.

                  (cc)     "Shares Acquisition Date" shall mean the first date
         of public announcement (which, for purposes of this definition,
         includes a report filed pursuant to Section 13(d) of the Exchange Act)
         by the Company or an Acquiring Person that an Acquiring Person has
         become such.

                  (dd)     "Subsidiary" shall mean, with reference to any
         Person, any corporation (or other entity) of which an


<PAGE>   10
                                      -7-


         amount of voting securities (or comparable ownership interests)
         sufficient to elect at least a majority of the directors (or comparable
         individuals) of such corporation (or other entity) is beneficially
         owned or otherwise controlled, directly or indirectly, by such Person.

                  (ee)     "Substantial Block" shall mean a number of shares of
         the Voting Stock that has 15% or more of the aggregate voting power
         of all outstanding shares of Voting Stock.

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

                  (gg)     "Trigger Date" the later of (i) the first occurrence
         of a Triggering Event and (ii) the date on which the Company's right of
         redemption pursuant to Section 22(a) hereof expires.

                  (hh)     "Triggering Event" shall mean any Person, alone or
         together with its Affiliates and Associates, becoming an Acquiring
         Person.

                  (ii)     "Voting Stock" shall mean the outstanding shares of
         Common Stock, $0.10 par value, and any other shares of capital stock,
         of the Company that are entitled to vote generally in the election of
         directors.

                  Section 2.        Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company shall act as Co-Rights Agent and may from time to time
appoint such other Co-Rights Agents as it may deem necessary or desirable upon
ten calendar days' written notice to the Rights Agent. In no event shall the
Rights Agent have any duty to supervise or in any way be liable for the actions
or omissions of such Co-Rights Agents.

                  Section 3.        Issue of Right Certificates. (a) Until the
earlier of (i) the close of business on the tenth calendar day after the Shares
Acquisition Date (or, if the tenth calendar day after the Shares Acquisition
Date occurs before the Record Date, the close of business on the Record Date)
and (ii) the close of business on the tenth calendar 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 of, or
first public an-


<PAGE>   11
                                      -8-


nouncement of the intent of any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or of any Subsidiary of
the Company or any Person organized, appointed or established by the Company or
any Subsidiary of the Company or any Person organized, appointed or established
by the Company or any Subsidiary of the Company for or pursuant to the terms of
such plan) to commence, a tender or exchange offer if, upon consummation
thereof, such Person would be an Acquiring Person (the earlier of the dates in
subsections (i) and (ii) hereof being herein referred to as the "Distribution
Date") (x) the Rights will be evidenced (subject to the provisions of paragraph
(b) of this Section 3) by the certificates for the Common Stock registered in
the names of the holders of the Common Stock (which certificates for the Common
Stock shall be deemed also 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 Stock. As soon as
practicable after receipt by the Rights Agent of written notice from the Company
of the Distribution Date, the Rights Agent, at the Company's expense and upon
receipt by it of all relevant information, will send by first-class, postage
prepaid mail, to each record holder of Common Stock as of the close of business
on the Distribution Date, at the address of such holder shown on the records of
the Company, a Right Certificate, in substantially the form of Exhibit B hereto
(the "Right Certificate"), evidencing one Right for each share of the Common
Stock so held, subject to adjustment as provided herein. As of the Distribution
Date, the Rights will be evidenced solely by such Right Certificates.

                  (b)      As soon as practicable following the Record Date, the
Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in
substantially the form attached hereto as Exhibit C (the "Summary of Rights"),
by first-class, postage prepaid mail, to each record holder of Common Stock as
of the close of business on the Record Date, at the address of such holder shown
on the records of the Company. With respect to certificates for Common Stock
outstanding as of the Record Date, until the Distribution Date, the Rights will
be evidenced by such certificates for Common Stock, and the registered holders
of the Common Stock shall also be the registered holders of the associated
Rights. Until the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any of the certificates for Common Stock
outstanding on the Record Date shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.


<PAGE>   12

                                      -9-


                  (c)      Rights shall be issued in respect of all shares of
Common Stock issued after the Record Date but prior to the earlier of the
Distribution Date and the Expiration Date (as such term is defined in Section
7), or, in certain circumstances provided in Section 21 hereof, after the
Distribution Date. Certificates representing such shares of Common Stock 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 Anchor Glass
         Container Corporation and Continental Stock Transfer & Trust Company
         (the "Rights Agreement"), the terms of which are hereby incorporated
         herein by reference and a copy of which is on file at the principal
         executive offices of Anchor Glass Container Corporation. 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. Anchor Glass Container Corporation will mail to
         the holder of this certificate a copy of the Rights Agreement as in
         effect on the date of mailing without charge within five Business Days
         after receipt of a written request therefor. Rights beneficially owned
         by an Acquiring Person and certain other persons will be null and void
         under certain circumstances set forth in the Rights Agreement.


After the due execution of any supplement or amendment to this Agreement in
accordance with the terms hereof, the reference to this Agreement in the
foregoing legend shall mean the Agreement as so supplemented or amended. Until
the Distribution Date, the Rights associated with the Common Stock represented
by certificates containing the foregoing legend shall be evidenced by such
certificates alone, and the surrender for transfer of any of such certificates
shall also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. In the event that the Company purchases
or acquires any shares of Common Stock after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Stock shall be deemed
canceled and retired so that the Company shall not be entitled to exercise any
Rights associated with the shares of Common Stock which are no longer
outstanding. The failure to print the foregoing legend on any such Common Stock
certificate or any other defect therein shall


<PAGE>   13
                                      -10-


not affect in any manner whatsoever the application or interpretation of the
provisions of Section 7(e) hereof.

                  Section 4.        Form of Right Certificates. (a) The Right
Certificates (and the forms of election to purchase shares and of assignment to
be printed on the reverse thereof) shall be substantially the same as Exhibit B
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate (but which do not affect the rights or duties of the Rights Agent)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Rights may from time to time be listed, or to conform to usage. The Right
Certificates shall be in machine-printable format and in a form reasonably
satisfactory to the Rights Agent. Subject to the provisions of Section 11 and
Section 21 hereof, the Right Certificates, whenever distributed, shall be dated
as of the Record Date, shall show the date of countersignature, and on their
face shall entitle the holders thereof to purchase such number of shares of
Preferred Stock (or capital stock, other securities, cash or other assets, as
the case may be) as shall be set forth therein at the price per one
one-thousandth of a share of Preferred Stock set forth therein (the "Purchase
Price"), but the number of such shares and the Purchase Price shall be subject
to adjustment as provided herein.

                  (b)      Notwithstanding any other provision of this
Agreement, (i) any Right Certificate issued pursuant to Section 3(a) or Section
21 hereof that represents Rights beneficially owned by: (x) an Acquiring Person
or any Associate or Affiliate thereof, (y) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee after the
Acquiring Person became such, or (z) a transferee of an Acquiring Person (or of
any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to
any Person with whom such Acquiring Person has any agreement, arrangement or
understanding (whether or not in writing) regarding the transferred Rights or
(B) a transfer that the Board of Directors of the Company has determined is part
of a plan, arrangement or understanding (whether or not in writing) that has as
a primary purpose or effect avoidance of Section 7(e) hereof, (ii) any Right
Certificate issued at any time to


<PAGE>   14
                                      -11-


any nominee of such Acquiring Person, Associate or Affiliate, and (iii) any
Right Certificate issued pursuant to Section 6 or Section 11 hereof, upon
transfer, exchange, replacement or adjustment of any other Right Certificate
referred to in this sentence, shall contain (to the extent feasible following
the written instruction of the Company to the Rights Agent) the following
legend, modified as applicable to apply to such Person:

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


                  Section 5.        Countersignature and Registration. The Right
Certificates shall be executed on behalf of the Company by one of its authorized
officers either manually or by facsimile signature. The Right Certificates shall
be countersigned by an authorized signatory of the Rights Agent either manually
or by facsimile signature and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any of
the 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,
issued and delivered with the same force and effect as though the person who
signed such Right Certificates had not ceased to be such officer of the Company;
and any Right Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate, although at the
date of the execution of this Agreement any such person was not such an officer.

                  In case any authorized signatory of the Rights Agent who shall
have countersigned any of the Right Certificates shall cease to be such
signatory before delivery by the Company, such Right Certificates, nevertheless,
may be issued and delivered by the Company with the same force and effect as
though the person who countersigned such Right Certificates had not ceased to be
such signatory; and any Right Certificate may be countersigned on behalf of the
Rights Agent by any person who, at the actual date of the countersignature of
such Right


<PAGE>   15
                                      -12-


Certificate, shall be a proper signatory of the Rights Agent to countersign such
Right Certificate, although at the date of the execution of this Agreement any
such person was not such a signatory.

                  Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its office designated for such purpose, 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 and the date of
countersignature 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 13 hereof, at any time after the close of
business on the Distribution Date, and at or prior to the close of business on
the Expiration Date, any Right Certificate or Right Certificates may be
transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates, entitling the registered holder to purchase a like number of
shares of Preferred Stock (or capital stock, other securities, cash or other
assets, as the case may be) as the Right Certificate or Right Certificates
surrendered then entitled such holder (or former holder in the case of a
transfer) to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the office of the Rights Agent designated for such purpose, along
with a signature guarantee and such other and further documentation as the
Rights Agent may reasonably request. Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of
any such surrendered Right Certificate until the registered holder shall have
properly completed and signed the certificate contained in the form of
assignment on the reverse side of such Right Certificate and shall have provided
such additional evidence, as the Company or the Rights Agent shall reasonably
request, of the identity of the Beneficial Owner, Affiliates or Associates
thereof or of the holder, or of any other Person with which such holder or any
of such holder's Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring, holding,
voting or disposing of securities

<PAGE>   16
                                      -13-


of the Company. Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e), Section 13 and Section 19(k) hereof, countersign and deliver to
the Person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested. The Company may require payment from a Right
Certificate holder of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates. The Rights Agent shall have no duty or
obligation to take any action under any Section of this Agreement which requires
the payment by a Rights holder of applicable taxes and governmental charges
unless and until the Rights Agent is satisfied that all such taxes and/or
charges have been paid.

         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 satisfactory to them, along with a signature guarantee and such other
further documentation as the Rights Agent may reasonably request and
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered owner in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

         Section 7.        Exercise of Rights; Purchase Price; Expiration Date
of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein, including, without limitation, the restrictions on
exercisability set forth in Sections 9(b), 22(b) and 23(b) hereof) 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 designated office of the Rights Agent,
together with payment of the aggregate Purchase Price for the total number of
one one-thousandths of shares of Preferred Stock (or shares of Common Stock,
other securities, cash or other assets, as the case may be) as to which the
Rights are then exercisable, at or prior to the earliest of (i) the close of
business on September 26, 2003 (the "Final Expiration Date"), (ii) the time at
which the Rights are exchanged as provided in Section 23 and (iii) the time at
which the Rights are redeemed as provided in Section 22 (such earliest date
being herein referred to as the "Expiration Date").
<PAGE>   17
                                      -14-


                  (b)      The Purchase Price for each one one-thousandth of a
share of Preferred Stock pursuant to the exercise of a Right shall initially be
$0.01 and shall be payable in accordance with paragraph (c) below.

                  (c)      Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed and properly completed accompanied by payment of the Purchase
Price for the number of one one-thousandths of shares of Preferred Stock (or
shares of capital stock, other securities, cash or other assets, as the case may
be) to be purchased and an amount equal to any applicable transfer tax, the
Rights Agent shall thereupon, subject to Section 19(k), promptly (i) requisition
from any transfer agent of Preferred Stock certificates for the number of one
one-thousandths of shares of Preferred Stock to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, (ii) if the Company shall have elected to deposit the total number of
shares of Preferred Stock issuable upon exercise of the Rights hereunder with a
depositary agent, requisition from the depositary agent depositary receipts
representing such number of shares of Preferred Stock as are to be purchased (in
which case certificates for the shares of Preferred Stock represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company hereby directs the depositary agent to comply with such request,
(iii) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 13,
(iv) promptly 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 (v) when appropriate, after receipt promptly deliver such cash to or
upon the order of the registered holder of such Right Certificate. The payment
of the then Purchase Price may be made in cash or by certified bank check or
bank draft or money order payable to the order of the Company or the Rights
Agent.

                  (d)      In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby, a new
Right Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of such
Right Certificate or to his duly authorized assigns, subject to the provisions
of Section 6 and Section 13 hereof.


<PAGE>   18
                                      -15-


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

                  (f)      Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence of
any purported exercise as set forth in this Section 7 unless such registered
holder shall have (i) properly completed and signed the certificate contained in
the form of election to purchase set forth on the reverse side of the Right
Certificate surrendered for such exercise, and (ii) provided such additional
evidence of the identity of the Beneficial Owner, Affiliates or Associates
thereof or of the holder, or of any other Person with which such holder or any
of such holder's Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring, holding,
voting or disposing of any securities of the Company as the Company or the
Rights Agent shall reasonably request.


<PAGE>   19
                                      -16-


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

                  Section 9.        Reservation and Availability of Shares of
Capital Stock. (a) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of
Preferred Stock or out of its authorized and issued shares of Preferred Stock
held in its treasury, the number of shares of Preferred Stock that will be
sufficient to permit the exercise in full of all outstanding Rights or will take
such other steps as are appropriate to assure that the number of such shares
sufficient to permit the exercise in full of all outstanding Rights will be
available upon such exercise.

                  (b)      The Company shall use its best efforts (X) (i) to
file, as soon as practicable following the first occurrence of a Triggering
Event, or as soon as required by law, as the case may be, a registration
statement on an appropriate form under the Securities Act of 1933, as amended
(the "Act"), with respect to the securities purchasable upon exercise of the
Rights, (ii) to cause such registration statement to become effective as soon as
practicable after such filing and (iii) to cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of the
Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities, and (B) the Expiration Date and (Y) (i) to file
appropriate applications with any state or federal regulatory bodies having
jurisdiction over the issuance of the securities (or assets) purchasable upon
exercise of the Rights in order to obtain any approvals or orders of such bodies
as may be legally required, (ii) to cause such approvals to be obtained or
orders to be issued as soon as


<PAGE>   20
                                      -17-


practicable after such filing and (iii) to cause such approvals or orders to
remain effective until the earlier of (A) the date as of which the Rights are no
longer exercisable for such securities (or assets), and (B) the Expiration Date,
to the extent not previously obtained. The Company will also take such action as
may be appropriate under the blue sky laws of the various states. The Company
may temporarily suspend, (X) for a period of time not to exceed ninety (90) days
after the date set forth in clause (X)(i) of the first sentence of this Section
9(b), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective and (Y) for a period of
time not in excess of 180 days after such date (or for such longer period as is
required by any applicable law, rule or regulation of any appropriate regulatory
bodies), the exercisability of the Rights in order to obtain any such required
regulatory body approvals or orders. Upon any such suspension, the Company shall
issue a public announcement and shall give simultaneous written notice to the
Rights Agent stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement and notice to the Rights Agent 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
(i) to the extent such exercise would violate any injunction, order or decree of
any court of competent jurisdiction or (ii) in any jurisdiction unless the
requisite qualifications in such jurisdiction shall have been obtained.

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

                  (d)      The Company further covenants and agrees that it will
pay when due and payable any and all taxes and charges which may be payable in
respect of the issuance or delivery of the Right Certificates or of any shares
of the Preferred Stock upon the exercise of Rights. The Company shall not,
however, be required (a) to pay any transfer tax that may be payable in respect
of any transfer involved in the transfer or delivery of Right Certificates or
the issuance or delivery of certificates for the Preferred Stock in a name other
than that of the registered holder of the Right Certificate evidencing Rights
surrendered for exercise or (b) to issue or deliver any certificates for shares
of the Preferred Stock upon the exercise of any Rights until any such tax shall
have been paid (any such tax

<PAGE>   21
                                      -18-


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

                  Section 10.       Preferred Stock Record Date. Each Person in
whose name any certificate for any number of shares of Preferred Stock is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of such whole and/or fractional shares of Preferred Stock
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 taxes and charges) was made and shall
show the date of countersignature; provided, however, that if the date of such
surrender and payment is a date upon which the Preferred Stock transfer books of
the Company are closed, such person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock transfer books of the
Company 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
stockholder of the Company with respect to shares for which the Rights shall be
exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights, and shall
not be entitled to receive any notice of any proceedings of the Company, except
as provided herein.

                  Section 11.       Adjustment of Purchase Price, Number of
Shares or Number of Rights. The Purchase Price, the number 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)      In the event the Company shall at any time after the
date of this Agreement (A) declare a dividend on or distribution with respect to
the Preferred Stock payable in shares of capital stock, securities or other
assets, (B) subdivide the outstanding Preferred Stock, (C) combine the
outstanding Preferred Stock into a smaller number of shares or (D) issue any
shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in Section 7(e) hereof, the Purchase Price in effect at
the time of the record date for such dividend or distribution or of the
effective date of such subdivision, combination or reclassification, and the
number and kind of shares of Preferred


<PAGE>   22
                                      -19-


Stock, capital stock, securities or other assets, as the case may be, issuable
on such date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive upon payment of the
Purchase Price then in effect the aggregate number and kind of shares of capital
stock, securities or other assets which, if such Right had been exercised
immediately prior to such date and at a time when the Preferred Stock transfer
books of the Company were open, he or she would have owned upon such exercise
and been entitled to receive by virtue of such dividend, distribution,
subdivision, combination or reclassification.

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

                  (c)      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-thousandths of a share of Preferred Stock purchasable from time to time
hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein.

                  (d)      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 shares of Preferred Stock 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 shares of Preferred
Stock for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest 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 the adjustment
of the Purchase Price. The Company shall make a public announcement and shall
give simultaneous written notice to the Rights Agent of its election to adjust
the number of Rights, indicat-


<PAGE>   23
                                      -20-


ing the record date for the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day thereafter, but, if the
Right Certificates have been issued, shall be at least 10 days later than the
date of the public announcement. If Right Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this Section 11(d), the
Company shall, as promptly as practicable, cause to be distributed to holders of
Right Certificates on such record date Right Certificates evidencing, subject to
Section 13, the additional Rights to which such holders shall be entitled as a
result of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein (and 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.

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

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

                  (g)      In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of a record date
for a specified event, the Company may elect to defer until the occurrence of
such event the issuance to the holder of any Right exercised after such record
date the shares of Preferred Stock and other capital stock or securities or
assets of the Company, if any, issuable upon such exercise over and above the
shares of Preferred Stock and other capital


<PAGE>   24
                                      -21-


stock or securities or assets 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.

                  (h)      Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the
Record Date and prior to the Distribution Date (i) declare a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding shares of Common Stock, or (iii) combine the
outstanding shares of Common Stock into a smaller number of shares, the number
of Rights associated with each share of Common Stock then outstanding, or issued
or delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the denominator of which
shall be the total number of shares of Common Stock outstanding immediately
following the occurrence of such event.

                  (i)      Notwithstanding anything in this Agreement to the
contrary, prior to the Distribution Date, the Company may, in lieu of making any
adjustment to the Purchase Price, the number of shares of Preferred Stock
eligible for purchase on exercise of each Right or the number of Rights
outstanding, which adjustment would otherwise be required by Section 11(a) or
11(d), make such other equitable adjustment or adjustments thereto as the Board
of Directors (whose determination shall be conclusive) deems appropriate in the
circumstances and not inconsistent with the objectives of the Board of Directors
in adopting this Agreement and such Sections.

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


<PAGE>   25
                                      -22-


thereof to each holder of a Right Certificate in accordance with Section 25. The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained and shall have no duty with respect to and
shall not be deemed to have knowledge of any adjustment unless and until it
shall have received such a certificate.

                  Section 13.       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, the Company shall pay 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 13(a), the current
market value of a whole Right shall be the closing price of the Rights for the
trading day immediately prior to the date on which such fractional Rights would
have been otherwise issuable. The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

                  (b)      The Company shall not be required to issue fractions
of shares of Preferred Stock (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights
or to distribute certificates which evidence fractional shares (other than
fractions which are integral multiples of one one-thousandth of a share


<PAGE>   26
                                      -23-


of Preferred Stock). In lieu of fractional shares that are not integral
multiples of one one-thousandth of a share of Preferred Stock, the Company may
pay to the registered holders of Right Certificates at the time the Rights
evidenced thereby are exercised or exchanged as herein provided an amount in
cash equal to the same fraction of the current market value of one
one-thousandth of a share of Preferred Stock. For purposes of this Section
13(b), the current market value of one one-thousandth of a share of Preferred
Stock shall be calculated in a manner consistent with the calculation of the
current market value of a Right as set forth in Section 13(a).

                  (c)      The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right, except as otherwise permitted by this Section
13.

                  (d)      The Rights Agent shall have no duty or obligation
with respect to this Section 13 and Section 23(e) unless and until it has
received specific instructions (and sufficient cash, if required) from the
Company with respect to its duties and obligations under such Sections.

                  Section 14.       Rights of Action. All rights of action in
respect of this Agreement are vested in the respective registered holders of the
Right Certificates (and, prior to the Distribution Date, the registered holders
of the Common Stock); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the Common Stock), without the consent of the
Rights Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Stock), may, on his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.

                  Section 15.       Agreement of Right Holders. Every holder of
a Right by accepting the same consents and agrees


<PAGE>   27
                                      -24-


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 Stock;

                  (b)      after the Distribution Date, the Right Certificates
         are transferable only on the registry books of the Rights Agent if
         surrendered at the office of the Rights Agent designated for such
         purpose, duly endorsed or accompanied by a proper instrument of
         transfer and with the appropriate forms and certificates fully
         executed, along with a signature guarantee and such other and further
         documentation as the Rights Agent may reasonably request;

                  (c)      subject to Section 6 and Section 7(f) hereof, the
         Company and the Rights Agent may deem and treat the Person in whose
         name the Right Certificate (or, prior to the Distribution Date, the
         associated Common Stock 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 Stock certificate made by anyone other than the
         Company or the Rights Agent) for all purposes whatsoever, and neither
         the Company nor the Rights Agent shall be required to be affected by
         any notice to the contrary;

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

                  Section 16.       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


<PAGE>   28
                                      -25-


any purpose the holder of the number of shares of Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 24), 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
hereof.

                  Section 17.       Concerning the Rights Agent. The Company
agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and other disbursements incurred in the
preparation, execution, delivery, amendment and administration of this Agreement
and the exercise and performance of its duties hereunder. The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any
loss, liability, damage, judgment, fine, penalty, claim, demand, settlement,
cost or expense (including the reasonable fees and expenses of counsel),
incurred without gross negligence, bad faith or willful misconduct on the part
of the Rights Agent (each as may be finally determined by a court of competent
jurisdiction) for any action taken, suffered 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 on the
premises. Anything to the contrary notwithstanding, in no event shall the Rights
Agent be liable for special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of the likelihood of such
loss or damage. The indemnity provided herein shall survive the termination of
this Agreement and the termination and the expiration of the Rights. The costs
and expenses incurred in enforcing this right of indemnification shall be paid
by the Company. Any liability of the Rights Agent under this Rights Agreement
will be limited to the amount of fees paid by the Company to the Rights Agent.

                  The Rights Agent shall be authorized and protected and shall
incur no liability for or in respect of any action


<PAGE>   29
                                      -26-


taken, suffered or omitted by it in connection with its acceptance and
administration of this Agreement in reliance upon any Right Certificate or
certificate for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
consent, instruction, adjustment notice, 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.

                  In addition to the foregoing, 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 (i) the execution of the certification concerning
beneficial ownership appended to the Form of Assignment and the Form of Election
to Purchase included as part of Exhibit B hereto (the "Certification"), unless
the Rights Agent shall have actual knowledge that, as executed, the
Certification is untrue or (ii) the non-execution or failure to complete the
Certification including, without limitation, any refusal to honor any otherwise
permissible assignment or election by reason of such non-execution or failure.

                  Section 18.       Merger or Consolidation or Change of Name of
Rights Agent. Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person, succeeding to the
corporate trust business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such Person would be eligible for appointment as a
successor Rights Agent under the provisions of Section 20. 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 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.


<PAGE>   30
                                      -27-


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

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

                  (b)      Whenever in the performance of its duties under this
         Agreement the Rights Agent shall deem it necessary or desirable that
         any fact or matter be proved or established by the Company prior to
         taking, suffering or omitting to take any action hereunder, such fact
         or matter (unless other evidence in respect thereof be herein
         specifically prescribed) may be deemed to be conclusively proved and
         established by a certificate signed by any one of the Chairman of the
         Board, the 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, suffered or omitted by it under the provisions of this
         Agreement in reliance upon such certificate.

                  (c)      The Rights Agent shall be liable hereunder only for
         its own gross negligence, bad faith or willful misconduct (and as may
         be finally determined by a court of competent jurisdiction). The
         issuance or non-issuance of a Right Certificate or Preferred Stock or
         other security in accordance with instructions given to the Rights
         Agent by the Company pursuant to Section 19(k) hereof or in accordance
         with the terms hereof shall not constitute gross negligence, bad faith
         or willful misconduct.
<PAGE>   31
                                      -28-


                  (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 hereof (except the due execution hereof by the
         Rights Agent) or in respect of the validity or execution of any Right
         Certificate (except its countersignature thereof); nor shall it be
         responsible for any breach by the Company of any covenant or condition
         contained in this Agreement or in any Right Certificate; nor shall it
         be responsible for any adjustment required under the provisions of
         Section 11 or responsible for the manner, method or amount of any such
         adjustment or the ascertaining of the existence of facts that would
         require any such adjustment (except with respect to the exercise of
         Rights evidenced by Right Certificates after actual notice of any such
         adjustment); nor shall it by any act hereunder be deemed to make any
         representation or warranty as to the authorization or reservation of
         any shares of Preferred Stock to be issued pursuant to this Agreement
         or any Right Certificate or as to whether any shares of Preferred Stock
         will, when issued, be validly authorized and issued, fully paid and
         nonassessable.

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

                  (g)      The Rights Agent is hereby authorized and directed to
         accept instructions with respect to the performance of its duties
         hereunder and certificates delivered pursuant to any provision hereof
         from any one of the Chairman of the Board, the President, any Vice
         President, the Secretary or the Treasurer of the Company, and is
         authorized 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 or omitted to be taken by it in accordance with
         instruc-


<PAGE>   32
                                      -29-


         tions of any such officer. An application by the Rights Agent for
         instructions may set forth in writing any action proposed to be taken,
         suffered or omitted by the Rights Agent with respect to its duties and
         obligations under this Agreement and the date on and/or after which
         such action shall be taken, and the Rights Agent shall not be liable
         for any action taken, suffered or omitted in accordance with a proposal
         included in any such application on or after the date specified therein
         (which date shall not be less than one Business Day after the Company
         receives such application) without the consent of the Company unless
         prior to taking, suffering or omitting such action, the Rights Agent
         has received written instructions in response to such application
         specifying the actions to be taken, suffered or omitted.

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

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

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

                  (k)      If, with respect to any Rights Certificate
         surrendered to the Rights Agent for exercise or transfer, the
         certificate attached to the form of assignment or form of election to
         purchase, as the case may be, has either not


<PAGE>   33
                                      -30-


         been completed or indicates an affirmative response, the Rights Agent
         shall not take any further action with respect to such requested
         exercise or transfer without first consulting the Company. The Company
         shall give the Rights Agent prompt written instructions as to the
         action to be taken regarding the Right Certificates involved. The
         Rights Agent shall not be liable for acting in accordance with such
         instructions.

                  Section 20.       Change of Rights Agent. The Rights Agent or
any successor Rights Agent may resign and be discharged from its duties under
this Agreement upon thirty (30) days' notice in writing mailed to the Company
and to each transfer agent of the Preferred Stock by registered or certified
mail, and, at the Company's expense, to the holders of the Right Certificates by
first class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent
of the Preferred Stock by registered or certified mail, and to the holders of
the Right Certificates by first-class mail. If the Rights Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the Company shall become the temporary Rights
Agent and the registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be (i) a Person organized and doing business under the laws of the United
States or of the State of New York (or of any other state of the United States
so long as such Person is authorized to do business as a banking or trust
institution in the State of New York), in good standing, having an office in the
State of New York, which is subject to supervision or examination by federal or
state authority or which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $25 million or (ii) an affiliate or
such Person. After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property


<PAGE>   34
                                      -31-


at the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective
date of any such appointment the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Preferred
Stock, and mail a notice thereof in writing to the registered holders of the
Right Certificates. Failure to give any notice provided for in this Section 20,
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 21.       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 shares of Common Stock
following the Distribution Date and prior to the redemption or expiration of the
Rights, the Company (a) shall, with respect to shares of Common Stock so issued
or sold pursuant to the exercise of stock options or under any employee plan or
arrangement, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company, issue Right
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; 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 22.       Redemption and Termination. (a) The Board of
Directors of the Company may, at its option, at any time prior to the earlier of
(x) the close of business on the tenth calendar day following the Shares
Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to
the Record Date, the close of business on the tenth day following the Record
Date), or (y) the close of business on the Final Expiration Date, redeem all but
not less than all of the then


<PAGE>   35
                                      -32-


outstanding Rights at a redemption price of $0.00001 per Right as appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price"), and the Company may, at its option, pay
the Redemption Price either in shares of its Common Stock (valued at their
current market price on the date of the redemption (as determined by the Board
of Directors of the Company, which determination shall be conclusive and binding
on all Rights holders)), other securities, cash or other assets. Notwithstanding
anything contained in this Agreement to the contrary, the Rights shall not be
exercisable after the first occurrence of a Triggering Event until such time as
the Company's right of redemption hereunder has expired.

                  (b)      In deciding whether or not to exercise the Company's
right of redemption hereunder, the Board of Directors of the Company shall act
in good faith, in a manner they reasonably believe to be in the best interests
of the Company and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances, and they may consider the long-term and short-term effects of any
action upon employees, customers and creditors of the Company and upon
communities in which offices or other establishments of the Company are located,
and all other pertinent factors.

                  (c)      Immediately upon the action of the Board of Directors
of the Company ordering the redemption of the Rights, and without any further
action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the
Redemption Price for each Right held. Within 10 days after the action of the
Board of Directors ordering the redemption of the Rights, the Company shall give
notice of such redemption to the holders of the then outstanding Rights by
mailing such notice to the Rights Agent and to all such holders 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 Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. 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 22, and other than

<PAGE>   36
                                      -33-


in connection with the repurchase of Common Stock prior to the Distribution
Date.

                  Section 23.       Exchange. (a) The Board of Directors of the
Company may, at its option, at any time and from time to time on or after a
Triggering Event, 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 7(e) hereof) for shares of Preferred Stock at an exchange
ratio of one one-thousandth of a share of Preferred Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio").

                  (b)      Immediately upon the action of the Board of Directors
of the Company ordering the exchange of any Rights pursuant to Section 23(a) and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of the holders of such
Rights shall be to receive that number of shares of Preferred Stock equal to the
number of such Rights held by such holders multiplied by the Exchange Ratio.
Promptly after the action of the Board of Directors ordering an exchange of the
Rights, the Company shall give notice of any such exchange to the Rights Agent
and the holders of the then outstanding Rights by mailing such notice to all
such holders at each holder's last address as it appears upon the registry books
of the Rights Agent; provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. 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 shares of Preferred Stock for Rights will be
effected and, in the event of any partial exchange, the number of Rights which
will be exchanged. Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights which have become null and void pursuant to
the provisions of Section 7(e) hereof) held by each holder of Rights.

                  Section 24.       Notice of Certain Events. In case the
Company shall propose at any time following the Distribution Date (a) to pay any
dividend payable in stock of any class to the holders of Preferred Stock or to
make any other distribution to the holders of Preferred Stock, or (b) to offer
to the holders of Preferred Stock rights or warrants to subscribe for or to
purchase any additional shares of Preferred Stock or shares of stock of any
class or any other securities, rights or

<PAGE>   37
                                      -34-


options, or (c) to effect any reclassification of Preferred Stock (other than a
reclassification involving only the subdivision of outstanding Preferred Stock),
or (d) to effect any consolidation or merger into or with any other Person, or
to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person or Persons, or (e) to
effect the liquidation, dissolution or winding up of the Company, then, in each
such case, the Company shall give to the Rights Agent and to each holder of a
Right, in accordance with Section 25, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend,
distribution of rights or Rights, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
Preferred Stock, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (a) or (b) above at least
twenty (20) days prior to the record date for determining holders of the
Preferred Stock for purposes of such action, and in the case of any such other
action, at least twenty (20) days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
Preferred Stock, whichever shall be the earlier.

                  In case a Triggering Event shall occur, then, in any such
case, the Company shall as soon as practicable thereafter give to the Rights
Agent and to each holder of a Right, to the extent feasible and in accordance
with Section 25, a notice of the occurrence of such event.

                  Section 25.       Notices. Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the holder of any
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:

                  Anchor Glass Container Corporation
                  Anchor Plaza
                  4343 Anchor Plaza Parkway
                  Tampa, Fl 33634
                  Attention:  Corporate Secretary

                  Subject to the provisions of Section 20, any notice or demand
authorized by this Agreement to be given or made by


<PAGE>   38
                                      -35-


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:

                  Continental Stock Transfer & Trust Company
                  2 Broadway
                  New York, NY  10004
                  Attn:  Compliance Department

                  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 26.       Supplements and Amendments. Prior to the
earlier of the Distribution Date or the Shares Acquisition Date and subject to
the penultimate sentence of this Section 26, the Company may from time to time
supplement or amend this Agreement without the approval of any holders of Right
Certificates. From and after the earlier of the Distribution Date or the Shares
Acquisition Date, and subject to the penultimate sentence of this Section 26,
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 cure any
ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein, (iii) to
lengthen the time period during which the Rights may be redeemed following the
Shares Acquisition Date for up to an additional twenty days beyond the time
period set forth in Section 22(a), or (iv) to change or supplement the
provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Right Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person). Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement or amendment is
in compliance with the terms of this Section 26, the Rights Agent shall execute
such supplement or amendment unless the Rights Agent shall have determined in
good faith that such supplement or amendment would affect its interests under
this Agreement. Notwithstanding anything in this Agreement to the contrary, no
supplement or amendment shall be made on or after the Distribution Date which
changes the Redemption Price, the Final Expiration Date, the

<PAGE>   39
                                      -36-


Purchase Price or the number of shares of Preferred Stock for which a Right is
then exercisable.

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

                  Section 28.       Determinations and Actions by the Board of
Directors. For all purposes of this Agreement, any calculation of the number of
shares of Voting Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding shares of
Voting Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act. The Board of Directors of the Company shall
have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Company's Board of
Directors, or the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations and calculations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for the purpose of clause (ii)
below, all omissions with respect to the foregoing) which are done or made by
the Board in good faith, shall (i) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Right Certificates and all other
parties, and (ii) not subject the Company's Board of Directors to any liability
to the holders of the Right Certificates. The Rights Agent shall always be
entitled to assume that the Company's Board of Directors acted in good faith and
shall be fully protected and incur no liability in reliance thereon.

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

<PAGE>   40
                                      -37-


                  Section 30.       Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or restriction
is held by such court or authority to be invalid, void or unenforceable and the
Board of Directors of the Company determines in its good faith judgment that
severing the invalid language from this Agreement would adversely affect the
purpose or effect of this Agreement, the right of redemption set forth in
Section 22 hereof shall be reinstated and shall not expire until the close of
business on the tenth day following the date of such determination by the Board
of Directors.

                  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 Delaware 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
hereof.


<PAGE>   41
                                      -38-

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


                               ANCHOR GLASS CONTAINER CORPORATION



                               By:  /s/ L.M. Murray
                                 ----------------------------------------------
                                  By:   Lawrence M. Murray
                                  Name: SR. V.P. Finance




                               CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                               as Rights Agent



                               By:  /s/ William F. Seegraber
                                 ---------------------------------------------
                                  Name:  William F. Seegraber
                                  Title: Vice President
<PAGE>   42
                                                                       EXHIBIT A



                                 CERTIFICATE OF

                          DESIGNATIONS, PREFERENCES AND

                        RELATIVE, PARTICIPATING, OPTIONAL

                            OR OTHER RIGHTS, AND THE

                         QUALIFICATIONS, LIMITATIONS OR

                           RESTRICTIONS THEREOF OF THE

                       SERIES C JUNIOR PARTICIPATING STOCK


                  Anchor Glass Container Corporation, a corporation organized
and existing by virtue of the laws of the State of Delaware ("the Corporation"),
does hereby certify that the following resolutions were duly adopted by the
Board of Directors of the Corporation (the "Board of Directors") on
September 26, 2001.

                  RESOLVED THAT, pursuant to the authority expressly granted to
and vested in the Board of Directors of the Corporation (the "Certificate of
Incorporation") and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Board of Directors hereby
creates, from the shares of Preferred Stock (the "Preferred Stock") of the
Corporation authorized to be issued pursuant to the Certificate of
Incorporation, a series of the Preferred Stock designated the Series C Junior
Participating Preferred Stock, and hereby fixes the voting powers, designations,
preferences and relative participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, of the shares of such
series as follows:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as the Series C Junior Participating Preferred Stock (the
"Series C Junior Participating Preferred Stock"), par value $0.01 per share, and
the number of shares constituting such series shall be 200,000.

                  Section 2. Dividends and Distributions.

                  (A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series C Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series C Junior Participating Preferred
Stock shall

<PAGE>   43
                                      -2-


be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, dividends payable in cash in an
amount per share (rounded to the nearest cent) equal to, subject to the
provision for adjustment hereinafter set forth: 10,000 times the aggregate per
share amount of all cash dividends, and 10,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock, par value $0.10 per share, of the Corporation (the "Common
Stock") since the immediately preceding dividend payment date, or, with respect
to the first dividend payment date, since the first issuance of any share or
fraction of a share of Series C Junior Participating Preferred Stock. In the
event the Corporation shall at any time after September 26, 2001 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series C Junior
Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

                  (B) The Corporation shall declare a dividend or distribution
on the Series C Junior Participating Preferred Stock as provided in Paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock).

                  (C) The Board of Directors may fix a record date for the
determination of holders of shares of Series C Junior Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed
for the payment thereof.

                  Section 3. Voting Rights. The holders of shares of Series C
Junior Participating Preferred Stock shall have the following voting rights:

                  (A) Subject to the provision for adjustment hereinafter set
forth, each share of Series C Junior Participating Pre-
<PAGE>   44
                                      -3-


ferred Stock shall entitle the holder thereof to 10,000 votes on all matters
submitted to a vote of the shareholders of the Corporation. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the number of votes per share
to which holders of shares of Series C Junior Participating Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

                  (B) Except as otherwise provided herein or by law, the holders
of shares of Series C Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of shareholders of the Corporation.

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

                  Section 4. Certain Restrictions.

                  (A) Whenever dividends or distributions payable on the Series
C Junior Participating Preferred Stock 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 Series C Junior Participating Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                  (i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series C Junior Participating Preferred Stock;

                  (ii) declare or pay dividends on 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 Series C Junior
Participating Preferred Stock,
<PAGE>   45
                                       -4-


except dividends paid ratably on the Series C Junior Participating Preferred
Stock and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

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

                  (iv) purchase or otherwise acquire for consideration any
shares of Series C Junior Participating Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective Series Cnd 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.

                  Section 5. Reacquired Shares. Any shares of Series C Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Series C Junior Participating Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

                  Section 6. Liquidation, Dissolution or Winding Up. (A) Upon
any liquidation (voluntary or otherwise), dissolution
<PAGE>   46
                                      -5-


or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series C Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series C Junior Participating
Preferred Stock shall have received an amount equal to $0.01 per share of Series
C Junior Participating Preferred Stock, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series C Junior Participating Liquidation Preferred").
Following the payment of the full amount of the Series C Junior Participating
Liquidation Preferred, no additional distributions shall be made to the holders
of shares of Series C Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series C Junior Participating Liquidation Preferred by (ii) 10,000 (as
appropriately adjusted as set forth in subparagraph (C) below to reflect such
events as stock splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (ii), the "Adjustment Number").
Following the payment of the full amount of the Series C Junior Participating
Liquidation Preferred and the Common Adjustment in respect of all outstanding
shares of Series C Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series C Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.

                  (B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series C Junior Participating
Liquidation Preferred and the liquidation preferences of all other series of
Preferred stock, if any, which rank on a parity with the Series C Junior
Participating Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

                  (C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide
<PAGE>   47
                                      -6-


the outstanding Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by multiplying such
Adjustment 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.

                  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 the shares
of Series C Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 10,000 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 Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series C Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  Section 8. No Redemption. The shares of Series C Junior
Participating Preferred Stock shall not be redeemable.

                  Section 9. Ranking. The Series C Junior Participating
Preferred Stock shall rank junior to all other series of the Corporation's
Preferred Stock as to the payment of dividends and the distribution of assets,
unless the terms of any such series shall provide otherwise.

                  Section 10. Amendment. At any time when any shares of Series C
Junior Participating Preferred Stock are outstanding, neither the Certificate of
Incorporation of the Corporation nor this Certificate of Designation shall be
amended in any manner which would materially alter or change the pow-
<PAGE>   48
                                      -7-


ers, preferences or special rights of the Series C Junior Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series C Junior
Participating Preferred Stock, voting separately as a class.

                  Section 11. Fractional Shares. Series C Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series C Junior Participating Preferred Stock.

                  IN WITNESS WHEREOF, this Certificate is executed on behalf of
the Corporation by one of its officers thereunto duly authorized.

Dated:  September 26, 2001

                                       ANCHOR GLASS CONTAINER
                                       CORPORATION



                                       By: /s/ L.M. Murray
                                           -----------------------------
                                           Name:  Lawrence M. Murray
                                           Title: SR. V.P. Finance
<PAGE>   49
                                                                       EXHIBIT B


                           [Form of Right Certificate]

Certificate No. R-                                               _______ Rights


         NOT EXERCISABLE AFTER SEPTEMBER 26, 2003 OR EARLIER IF NOTICE
         OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION,
         AT THE OPTION OF THE COMPANY, AT $0.00001 PER RIGHT ON THE
         TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
         CIRCUMSTANCES RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
         (AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER
         WILL BE NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHT
         CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS
         OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF
         AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
         AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS
         REPRESENTED HEREBY WILL BE NULL AND VOID IN THE CIRCUMSTANCES
         SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.](1)

                       ANCHOR GLASS CONTAINER CORPORATION

                                Right Certificate


                  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 September 26, 2001 (the "Rights Agreement")
between Anchor Glass Container Corporation, a Delaware corporation (the
"Company"), and Continental Stock Transfer & Trust Company (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. (New York City
time) on September 26, 2003 at the designated office of the Rights Agent, or its
successors as Rights Agent, in New York, New York, one one-thousandth of a fully
paid non-assessable share of the Series C Junior Participating Preferred Stock,
par value $0.01 per share (the "Preferred Stock"), of the Company, at a purchase
price of $0.01 per one one-thousandth of a share (the


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

(1)      The portion of the legend in brackets shall be inserted only if
         applicable.


                                      B-1
<PAGE>   50

"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase and related certificate duly executed,
along with a signature guarantee and such other and further documentation as the
Rights Agent may reasonably request. The number of Rights evidenced by this
Right Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of September 26, 2001.

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

                  As provided in the Rights Agreement, the Purchase Price and
the number of shares of Preferred Stock 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 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 above-mentioned office of the
Rights Agent, and at the executive offices of the Company.

                  This Right Certificate, with or without other Right
Certificates, upon surrender at the designated office of the Rights Agent, along
with a signature guarantee and such other and further documentation as the
Rights Agent may reasonably request, 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 one one-thousandth
of a share of Preferred Stock as the Rights evidenced by the Right Certificate
or Right Certificates surren-


                                      B-2
<PAGE>   51

dered 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, along with a signature guarantee and such other and further
documentation as the Rights Agent may reasonably request, another Right
Certificate or Right Certificates for the number of whole Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be (i) redeemed by the Company at a redemption
price of $0.00001 per Right or (ii) exchanged by the Company in whole or in part
for shares of Preferred Stock.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than fractions which
are integral multiples of one one-thousandth of a share of Preferred Stock), 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
Stock or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or 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.


                                      B-3
<PAGE>   52

         WITNESS the facsimile signature of the proper officer of the Company.
Dated as of __.


                                         ANCHOR GLASS CONTAINER
                                         CORPORATION



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


Countersigned:


CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Rights Agent



By:
    -----------------------------
    Authorized Officer

Date:


                                      B-4
<PAGE>   53

                   [Form of Reverse Side of Right Certificate]


                               FORM OF ASSIGNMENT

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

                  FOR VALUE RECEIVED __________________________________________

hereby sells, assigns and transfers unto ______________________________________

_______________________________________________________________________________
                  (Please print name and address of transferee)

_______________________________________________________________________________

this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _______________________ Attorney,
to transfer the within Right Certificate on the books of the within-named
Company, with full power of substitution.

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


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

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


                                      B-5
<PAGE>   54

                                   CERTIFICATE


                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

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


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

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


                                     NOTICE

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


                                      B-6
<PAGE>   55

                          FORM OF ELECTION TO PURCHASE

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

Anchor Glass Container Corporation:

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

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

_______________________________________________________________________________
                         (Please print name and address)

_______________________________________________________________________________

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


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

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


                                      B-7
<PAGE>   56

                                   CERTIFICATE


                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

Dated:            ,
      ------------  -----              ----------------------------------------
                                       Signature

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


                                     NOTICE

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


                                      B-8
<PAGE>   57

                                                                       EXHIBIT C


                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK

                  The Board of Directors of Anchor Glass Container Corporation
(the "Company") has declared a dividend distribution of one Right for each
outstanding share of Common Stock, $0.10 par value (the "Common Stock"), of the
Company. The distribution is payable to holders of record on September 26, 2001
(the "Record Date"). Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series C Junior Participating
Preferred Stock (the "Preferred Stock"), at a price of $0.01 per one
one-thousandth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent").

Distribution Date; Transfer of Rights

                  Until the earlier to occur of (i) ten calendar days following
the date (the "Shares Acquisition Date") of public announcement that a person or
group of affiliated or associated persons, subject to certain exceptions (an
"Acquiring Person") acquired, or obtained the right to acquire, beneficial
ownership of Common Stock or other voting securities ("Voting Stock") that have
15% or more of the voting power of the outstanding shares of Voting Stock or
(ii) ten calendar days (or such later date as may be determined by action of the
Board of Directors prior to the time any person or group of affiliated persons
becomes an Acquiring Person) following the commencement or announcement of an
intention to make a tender offer or exchange offer the consummation of which
would result in such person or group acquiring, or obtaining the right to
acquire, beneficial ownership of Voting Stock having 15% or more of the voting
power of the outstanding shares of Voting Stock (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Company's Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificates. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with and only with
the Company's Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuance of the Company's Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for


                                      C-1
<PAGE>   58

transfer of any of the Company's Common Stock certificates outstanding as of the
Record Date will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The Rights Agreement provides that,
as defined therein, the term "Acquiring Person" shall not include any current
beneficial owner of Voting Stock as of September 26, 2001, but only if such
person does not acquire, and is not deemed under the Rights Agreement to have
acquired, beneficial ownership of any additional Voting Stock.

                  The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on September 26, 2003, unless
earlier redeemed or exchanged by the Company as described below.

Exercise of Rights for
Preferred Stock

                  In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise, one
one-thousandth of a share of Preferred Stock. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.

Exchange of Rights

                  At any time after the occurrence of the event set forth under
the heading "Exercise of Rights for Preferred Stock" above, the Board of
Directors may exchange the Rights (other than Rights owned by the Acquiring
Person which shall have become void), in whole or in part, at an exchange ratio
of one one-thousandth of a share of Preferred Stock per Right (subject to
adjustment).

Redemption of Rights

                  At any time prior to 5:00 P.M. New York City time on the tenth
calendar day following the Shares Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.00001 per Right (the
"Redemption Price"). Imme-


                                      C-2
<PAGE>   59

diately upon the action of the Board of Directors of the Company electing to
redeem the Rights, the Company shall make announcement thereof, and upon such
action, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.

Rights Holder Not a Stockholder

                  Until a Right is exercised or exchanged, the holder thereof,
as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.

Terms of the Preferred Stock

                  The Preferred Stock will rank junior to all other series of
the Company's preferred stock with respect to payment of dividends and as to
distributions of assets in liquidation. Each share of Preferred Stock will be
entitled to dividends equal to 10,000 times the per share amount of any dividend
(other than a dividend payable in shares of Common Stock or a subdivision of the
Common Stock) declared from time to time on the Common Stock, subject to certain
adjustments. The Preferred Stock will not be redeemable. In the event of
liquidation, the holders of the Preferred Stock will be entitled to receive a
preferred liquidation payment per share of $0.01 (plus accrued and unpaid
dividends) or, if greater, an amount equal to 10,000 times the payment to be
made per share of Common Stock, subject to certain adjustments. Generally, each
share of Preferred Stock will vote together with the Common Stock and will be
entitled to 10,000 votes, subject to certain adjustments. In the event of any
merger, consolidation, combination or other transaction in which shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or other property, each share of Preferred Stock will be entitled to receive
10,000 times the aggregate amount of stock, securities, cash and/or other
property, into which or for which each share of Common Stock is changed or
exchanged, subject to certain adjustments. The foregoing dividend, voting and
liquidation rights of the Preferred Stock are protected against dilution in the
event that additional shares of Common Stock are issued pursuant to a stock
split or stock dividend or distribution. Because of the nature of the Preferred
Stock's dividend, voting, liquidation and other rights, the value of the one
one-thousandth of a share of Preferred Stock purchasable with each Right is
intended to approximate the value of ten shares of Common Stock.


                                      C-3
<PAGE>   60

Amendments to Terms of the Rights

                  Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, defect or inconsistency, or to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person); provided, however, that no
supplement or amendment may be made after the Distribution Date which changes
those provisions relating to the principal economic terms of the Rights.

                  A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A dated September 26, 2001. A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.


                                      C-4