<PAGE>   1
                                                                     EXHIBIT 4.5

                       THIRD AMENDMENT TO RIGHTS AGREEMENT

                  This Third Amendment, dated as of __________, 2001 (this
"Amendment"), to the Rights Agreement, dated as of October 19, 1998, as amended
by Amendment to Rights Agreement adopted October 20, 1998 and Second Amendment
to Rights Agreement adopted as of July 29, 1999 (as so amended, the "Rights
Agreement"), is between Conoco Inc. (formerly known as Conoco Energy Company), a
Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., as
successor to First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").

                  WHEREAS, the Company and the predecessor Rights Agent have
entered into the Rights Agreement specifying the terms of the Rights;

                  WHEREAS, the Company has entered into an Agreement and Plan of
Merger, dated as of July 17, 2001 (as it may be amended or supplemented from
time to time, the "Merger Agreement"), by and among the Company and Conoco
Delaware I, Inc.;

                  WHEREAS, the merger (the "Merger") contemplated by the Merger
Agreement will convert all shares of Class A Common Stock and Class B Common
Stock into shares of a single class of Common Stock, par value $.01 per share,
of the Company, and effect various amendments to the Restated Certificate of
Incorporation of the Company;

                  WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 26 of the Rights Agreement; no Distribution Date has
occurred; and DuPont beneficially owns less than 10% of the voting power of the
outstanding shares of Common Stock;

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

                  Section 1. Definitions. Capitalized terms used and not
otherwise defined herein shall have the meaning assigned to such terms in the
Rights Agreement.

                  Section 2. Amendments to Rights Agreement. The Rights
Agreement is hereby amended and supplemented as set forth in this Section 2,
effective from and after the Effective Time (as defined in the Merger
Agreement). At such time, each Class A Right and Class B Right previously issued
and outstanding at such time shall become a Right (as defined herein), shall
remain outstanding immediately after the Effective Time, held by the holder
thereof at the Effective Time, and shall be evidenced by the certificate for
(or, for Common Stock held in book-entry accounts at the Company's transfer
agent, by such book-entry accounts (together with the stock distribution
statements for such shares)) the Common Stock issued pursuant to Section 4.1(a)
of the Merger Agreement in exchange for the Class A Common Stock or the Class B
Common Stock previously associated with such Class A Right or Class B Right.
Such change in the Class A Rights and Class B Rights into Rights shall be in
lieu of the issuance of Rights that would otherwise be provided for by the first
sentence of Section 3(c) of the Rights Agreement, but any certificates or stock
distribution statement for a book-entry account for any shares of Common Stock
issued pursuant to Section 4.1(a) of the Merger Agreement shall otherwise comply
with Section 3(c) of the Rights Agreement.

<PAGE>   2

                  (a) The definition of "Acquiring Person" in Section 1(a) of
the Rights Agreement is hereby amended to read in its entirety as follows:

                           (a) "Acquiring Person" shall mean any Person who or
                  which, together with all Affiliates and Associates of such
                  Person, shall be the Beneficial Owner of 15% or more of the
                  shares of Common Stock then outstanding, but shall not include
                  (i) the Company, (ii) any Subsidiary of the Company, (iii) any
                  employee benefit plan of the Company, or of any Subsidiary of
                  the Company, or any Person or entity organized, appointed or
                  established by the Company for or pursuant to the terms of any
                  such plan, (iv) any Person who becomes the Beneficial Owner of
                  a number of shares that met the requirements set forth above
                  as a result of a reduction in the number of shares of Common
                  Stock outstanding due to the repurchase of shares of Common
                  Stock by the Company, unless and until such Person, after
                  becoming aware that such Person has become the Beneficial
                  Owner of shares that meet the requirements set forth above,
                  acquires beneficial ownership of additional shares
                  representing 1% or more of the Common Stock then outstanding,
                  or (v) any such Person who has reported or is required to
                  report such ownership (but less than 20%) on Schedule 13G
                  under the Securities Exchange Act of 1934, as amended and in
                  effect on the date of the Agreement (the "Exchange Act") (or
                  any comparable or successor report) or on Schedule 13D under
                  the Exchange Act (or any comparable or successor report) which
                  Schedule 13D does not state any intention to or reserve the
                  right to control or influence the management or policies of
                  the Company or engage in any of the actions specified in Item
                  4 of such schedule (other than the disposition of the Common
                  Stock) and, within 10 Business Days of being requested by the
                  Company to advise it regarding the same, certifies to the
                  Company that such Person acquired shares that meet the
                  requirements set forth above inadvertently or without
                  knowledge of the terms of the Rights and who, together with
                  all Affiliates and Associates, thereafter does not acquire
                  additional shares of Common Stock while the Beneficial Owner
                  of shares meeting the requirements set forth above; provided,
                  however, that if the Person requested to so certify fails to
                  do so within 10 Business Days, then such Person shall become
                  an Acquiring Person immediately after such 10-Business-Day
                  period.

                  (b) The definition of "Beneficial Owner" in Section 1(d) of
the Rights Agreement is hereby amended to delete the final proviso thereof
(dealing with representatives of DuPont serving as directors of the Company).

                  (c) The definition of "Common Stock" in Section 1(m) of the
Rights Agreement is hereby amended to read in its entirety as follows:

                           (m) "Common Stock" shall mean the Common Stock, par
                  value $.01 per share, of the Company, except that "Common
                  Stock" when used with reference to any Person other than the
                  Company shall mean the


                                       2
<PAGE>   3
                  capital stock of such Person with the greatest voting power,
                  or the equity securities or other equity interest having power
                  to control or direct the management, of such Person.

                  (d) The definition of "Rights" in Section 1(ac) of the Rights
Agreement is hereby amended to read in its entirety as follows:

                           (ac) "Rights" shall mean the rights, initially to
                  purchase one one-thousandth of a share of Preferred Stock,
                  upon the terms and subject to the conditions of this
                  Agreement.

                  (e) The definition of "Rights Certificate" in Section 1(ae) of
the Rights Agreement is hereby amended to read in its entirety as follows:

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

                  (f) The following definitions are hereby deleted from the
Rights Agreement:

<Table>
<Caption>
                                    Section                   Defined Term
                                    -------                   ------------
<S>                                                           <C>
                                    1(f)                      Class A Rights Certificate
                                    1(g)                      Class B Rights Certificate
                                    1(h)                      Class A Common Stock
                                    1(i)                      Class B Common Stock
                                    1(j)                      Class A Rights
                                    1(k)                      Class B Rights
                                    1(r)                      DuPont
                                    1(s)                      DuPont Company
</Table>

                  (g) All references in the Rights Agreement to Class A Common
Stock or Class B Common Stock shall be deemed to be references to Common Stock;
all references in the Rights Agreement to Class A Rights or Class B Rights shall
be deemed to be references to Rights; and all references to Class A Rights
Certificates or Class B Rights Certificates shall be deemed to be references to
Rights Certificates.

                  (h) Sections 3(a), 3(b) and 3(c) of the Rights Agreement are
hereby amended to read in their entirety as follows, respectively:

                           (a) Until the earlier of (i) the close of business on
                  the tenth Business Day after the Stock Acquisition Date or
                  (ii) the close of business on the tenth Business Day (or such
                  later date as the Board shall determine) after the date that a
                  tender or exchange offer by any Person (other than the
                  Company, any Subsidiary of the Company, any employee benefit
                  plan of the Company or of any Subsidiary of the Company, or
                  any Person or entity organized, appointed or established by
                  the Company for or pursuant to the terms of any such plan) is
                  first published or sent or given within the meaning of Rule
                  14d-2(a) of the General Rules and Regulations under the
                  Exchange Act, if upon consummation thereof, such Person would
                  become


                                       3
<PAGE>   4
                  an Acquiring Person (the earlier of (i) and (ii) being herein
                  referred to as the "Distribution Date"), (x) the Rights will
                  be evidenced (subject to the provisions of paragraph (b) of
                  this Section 3) by the certificates for the Common Stock
                  registered in the names of the holders of such Common Stock
                  (which certificates for Common Stock shall be deemed also to
                  be certificates for such Rights) or, for Common Stock
                  registered in the names of the holders thereof and held in
                  book-entry accounts at the offices of the Company's transfer
                  agent, by such book-entry accounts (together with the stock
                  distribution statements for such shares), and not by separate
                  Rights Certificates, and (y) the Rights will be transferable
                  only in connection with the transfer of the underlying shares
                  of Common Stock (including transfers to the Company). As soon
                  as practicable after the Distribution Date, the Rights Agent
                  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, one or more right certificates, in
                  substantially the form of Exhibit B, evidencing one Right for
                  each share of Common Stock (a "Rights Certificate") so held,
                  subject to adjustment as provided herein. In the event that
                  any adjustment in the number of Rights per share of Common
                  Stock has been made pursuant to Section 11(p) hereof, at the
                  time of distribution of the Rights Certificates, the Company
                  shall make the necessary and appropriate rounding adjustments
                  (in accordance with Section 14(a) hereof) so that Rights
                  Certificates representing only whole numbers of Rights are
                  distributed and cash is paid in lieu of any fractional Rights.
                  As of and after the Distribution Date, the Rights will be
                  evidenced solely by such Rights Certificates.

                           (b) The Company will make available, as promptly as
                  practicable following the Record Date, the copy of a Summary
                  of Rights, in substantially the form attached hereto as
                  Exhibit D (the "Summary of Rights") to any holder of Rights
                  who may so request from time to time prior to the Expiration
                  Date. With respect to the Common Stock outstanding as of the
                  Record Date, or issued subsequent to the Record Date, unless
                  and until the Distribution Date shall occur, the Rights will
                  be evidenced by certificates for such class of Common Stock
                  or, for Common Stock held in book-entry accounts at the
                  offices of the Company's transfer agent, by such book-entry
                  accounts (together with the stock distribution statements for
                  such shares), and the registered holders of the Common Stock
                  shall also be the registered holders of the associated Rights.
                  Until the earlier of the Distribution Date or the Expiration
                  Date (as such term is defined in Section 7(a) hereof), the
                  transfer of any shares of Common Stock in respect of which
                  Rights have been issued shall also constitute the transfer of
                  the Rights associated with such shares of Common Stock.

                           (c) Rights shall be issued in respect of all shares
                  of Common Stock which are issued (whether originally issued or
                  from the Company's treasury) after the Record Date but prior
                  to the earlier of the Distribution


                                       4
<PAGE>   5
                  Date or the Expiration Date. Certificates representing such
                  shares of Common Stock shall also be deemed to be certificates
                  for the associated Rights, and shall bear the following legend
                  (or any legend previously provided for by this Agreement as in
                  effect from time to time):

                            This certificate also evidences and entitles the
                            holder hereof to certain Rights as set forth in the
                            Rights Agreement between Conoco Inc. (the "Company")
                            and Equiserve Trust Company, N.A., as successor to
                            First Chicago Trust Company of New York (the "Rights
                            Agent"), dated as of October 19, 1998, as amended
                            (the "Rights Agreement"), the terms of which are
                            hereby incorporated herein by reference and a copy
                            of which is on file at the principal offices of the
                            Company. Under certain circumstances, as set forth
                            in the Rights Agreement, such Rights will be
                            evidenced by separate certificates and will no
                            longer be evidenced by this certificate. The Company
                            will mail to the holder of this certificate a copy
                            of the Rights Agreement, as in effect on the date of
                            mailing, without charge, promptly after receipt of a
                            written request therefor. Under certain
                            circumstances set forth in the Rights Agreement,
                            Rights issued to, or held by, any Person who is, was
                            or becomes an Acquiring Person or any Affiliate or
                            Associate thereof (as such terms are defined in the
                            Rights Agreement), whether currently held by or on
                            behalf of such Person or by any subsequent holder,
                            may become null and void.

                  A book-entry account for shares of Common Stock shall also be
                  deemed to include the associated Rights, and the stock
                  distribution statement for such shares shall bear the
                  following legend (or any legend previously provided for by
                  this Agreement as in effect from time to time):

                            Each share of Common Stock entitles the holder to
                            certain Rights as set forth in a Rights Agreement
                            between Conoco Inc. (the "Company") and Equiserve
                            Trust Company, N.A., as successor to First Chicago
                            Trust Company of New York, dated as of October 19,
                            1998, as amended (the "Rights Agreement"), the terms
                            of which are hereby incorporated herein by reference
                            and a copy of which is on file at the principal
                            offices of the Company. Under certain circumstances,
                            as set forth in the Rights Agreement, such Rights
                            will be evidenced by separate certificates and will
                            no longer be associated with shares of Common Stock.
                            The Company will mail to any beneficial holder of
                            shares of Common Stock a copy of the Rights
                            Agreement, as in effect on the date of mailing,
                            without charge, promptly after receipt of a written
                            request therefor. Under certain circumstances set
                            forth in the Rights Agreement, Rights issued to any
                            Person who is, was or becomes an Acquiring Person or
                            an Affiliate or Associate thereof (as such terms are
                            defined in the Rights Agreement), whether


                                       5
<PAGE>   6

                            currently held by or on behalf of such Person or by
                            any subsequent holder, may become null and void.

                  Until the earlier of (i) the Distribution Date or (ii) the
                  Expiration Date, the Rights associated with the Common Stock
                  represented by such certificates or held in such book-entry
                  accounts shall be evidenced by such certificates or such
                  book-entry accounts (together with the stock distribution
                  statements for such shares) alone and registered holders of
                  Common Stock shall also be the registered holders of the
                  associated Rights, and the transfer of any shares of Common
                  Stock, whether by transfer of physical certificates or
                  book-entry transfer, shall also constitute the transfer of the
                  Rights associated with the Common Stock.

                  (i) Section 4(a) of the Rights Agreement is hereby amended by
deleting the words "and Exhibit C" in the first sentence thereof.

                  (j) Section 20(b) of the Rights Agreement is hereby amended by
deleting (i) the third parenthetical clause in the first sentence thereof and
(ii) the final sentence thereof.

                  (k) Section 26 of the Rights Agreement is hereby amended by
deleting the third sentence thereof.

                  (l) Section 28 of the Rights Agreement is hereby amended by
deleting the final proviso in the second sentence thereof and the phrase ",
subject to the rights of the DuPont Company aforesaid," in the third sentence
thereof.

                  (m) Exhibit A to the Rights Agreement is hereby replaced by
Exhibit A attached to this Amendment.

                  (n) Exhibit B to the Rights Agreement is hereby replaced by
Exhibit B attached to this Amendment.

                  (o) Exhibit C to the Rights Agreement is hereby deleted.

                  (p) Exhibit D to the Rights Agreement is hereby replaced by
Exhibit D attached to this Amendment.

                  Section 3. Miscellaneous.

                  (a) The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.

                  (b) Except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.

                  (c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all for which
together shall constitute one and the same instrument.


                                       6
<PAGE>   7

                  (d) This Amendment 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.

                            [SIGNATURE PAGE FOLLOWS]


                                       7
<PAGE>   8


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



                                        CONOCO INC.


                                        By:
                                            ------------------------------------




                                        EQUISERVE TRUST COMPANY, N.A.


                                        By:
                                            ------------------------------------


                                       8
<PAGE>   9

                                                                       EXHIBIT A



                                     FORM OF
  CERTIFICATE OF DESIGNATION PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK

                                       of

                                   Conoco Inc.
                        (formerly Conoco Energy Company)

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

                  The undersigned officer of Conoco Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY
CERTIFY:

                  That, pursuant to the authority granted to the Board of
Directors of the Corporation by Section 151(g) of the Delaware General
Corporation Law, on September 4, 2001, the Board of Directors of the Corporation
adopted the following resolution providing for the issuance of a series of
Preferred Stock designated "Series A Junior Participating Preferred Stock",
which resolution is as follows:

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

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" and the
number of shares constituting such series shall be 1,000,000 (one million).

                  Section 2. Dividends and Distributions.

                  (A) The holders of shares of Series A Junior Participating
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the 31st day of March, the 30th day of June, the
30th day of September and the 31st day of December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
(one dollar) or (b) subject to the provision for adjustment hereinafter set
forth, 1000 times the aggregate per share amount of all cash dividends, and 1000
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,
par value $.01 per share,

<PAGE>   10

(the "Common Stock") or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock, of the
Corporation since the immediately preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Junior Participating
Preferred Stock. In the event the Corporation shall at any time after October
18, 1998 (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 to which holders of shares of Series A
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 A 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); provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 (one dollar) per
share on the Series A Junior Participating Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A 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 A
Junior Participating Preferred Stock shall have the following voting rights:

                  (A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to 1000 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation


                                      A-2
<PAGE>   11

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 A 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 A 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 stockholders of the Corporation.

                  (C) (i) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period on all shares of
Series A Junior Participating Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) directors.

                  (ii) During any default period, such voting right of the
holders of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that such voting right shall not be exercised
unless the holders of one-third in number of shares of Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting right. At any meeting at which the holders of
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect directors
to fill such vacancies, if any, in the Board of Directors as may then exist up
to two (2) directors or, if such right is exercised at an annual meeting, to
elect two (2) directors. If the number which may be so elected at any special
meeting does not amount to the required number, the holders of the Preferred
Stock shall have the right to make such increase in the number of directors as
shall be necessary to permit the election by them of the required number. After
the holders of the Preferred Stock shall have exercised their right to elect
directors in any default period and during the continuance of such period, the
number of directors shall not be increased or decreased except by vote of the
holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series A Junior
Participating Preferred Stock.

                  (iii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than ten percent (10%) of the


                                      A-3
<PAGE>   12

total number of shares of Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the President, a Vice-President or
the Secretary of the Corporation. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote pursuant to
this Paragraph (C) (iii) shall be given to each holder of record of Preferred
Stock by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for a time
not earlier than 20 days and not later than 60 days after such order or request
or in default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding. Notwithstanding the
provisions of this Paragraph (C) (iii) , no such special meeting shall be called
during the period within 60 days immediately preceding the date fixed for the
next annual meeting of the stockholders.

                  (iv) In any default period, the holders of Common Stock, and
other classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of directors until the holders of Preferred
Stock shall have exercised their right to elect two (2) directors voting as a
class, after the exercise of which right (x) the directors so elected by the
holders of Preferred Stock shall continue in office until their successors shall
have been elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may (except as provided in
Paragraph (C) (ii) of this Section 3) be filled by vote of a majority of the
remaining directors theretofore elected by the holders of such capital stock
(Common or Preferred) which elected the director whose office shall have become
vacant. References in this Paragraph (C) to directors elected by the holders of
particular capital stock shall include directors elected by such directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                  (v) Immediately upon the expiration of a default period, (x)
the right of the holders of Preferred Stock as a class to elect directors shall
cease, (y) the term of any directors elected by the holders of Preferred Stock
as a class shall terminate, and (z) the number of directors shall be such number
as may be provided for in the certificate of incorporation or by-laws
irrespective of any increase made pursuant to the provisions of Paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the certificate of incorporation
or by-laws). Any vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence may be filled by a majority of
the remaining directors.

                  (D) Except as set forth herein, holders of Series A 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 quarterly dividends or other dividends or
distributions payable on the Series A 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,


                                      A-4
<PAGE>   13
on shares of Series A 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 A 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 A Junior Participating Preferred Stock, except dividends paid
         ratably on the Series A 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 A 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 A Junior
         Participating Preferred Stock; or

                  (iv) purchase or otherwise acquire for consideration any
         shares of Series A Junior Participating Preferred Stock, or any shares
         of stock ranking on a parity with the Series A 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 and classes,
         shall determine in good faith will result in fair and equitable
         treatment among the respective series or classes.

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
                  Section 5. Reacquired Shares. Any shares of Series A 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 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 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,


                                      A-5
<PAGE>   14
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received an amount equal to $1000 per share of Series
A 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 A Liquidation Preference"). Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A 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 A Liquidation
Preference by (ii) 1000 (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 A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of both classes 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 A Liquidation
Preference and the liquidation preferences of all other series of preferred
stock, if any, which rank on a parity with the Series A 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 both classes 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 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 A 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 1000 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


                                      A-6
<PAGE>   15
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 A 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 A Junior
Participating Preferred Stock shall not be redeemable.

                  Section 9. Amendment. At any time when any shares of Series A
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 powers,
preferences or special rights of the Series A 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 A Junior Participating
Preferred Stock, voting separately as a class.

                  Section 10. Fractional Shares. Series A 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 A Junior Participating Preferred Stock.


                                      A-7
<PAGE>   16

                                                                       EXHIBIT B

                          [Form of Rights Certificate]

Certificate No. R-_______                                         ______ Rights

NOT EXERCISABLE AFTER AUGUST 31, 2008 OR EARLIER IF REDEEMED BY THE COMPANY. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(E) OF SUCH AGREEMENT.]*

                               RIGHTS CERTIFICATE

                                   CONOCO INC.

         This certifies that , or registered assigns, is the registered owner of
the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated
as of October 19, 1998, as amended (as so amended, the "Rights Agreement"),
between Conoco Inc., a Delaware corporation (the "Company"), and Equiserve Trust
Company, N.A., as successor to First Chicago Trust Company of New York (the
"Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M.
(New York City time) on August 31, 2008 (unless such date is extended prior
thereto by the Board of Directors) at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one
one-thousandth of a fully paid, non-assessable share of Series A Junior
Participating Preferred Stock (the "Preferred Stock") of the Company, at a
purchase price of $88 per one one-thousandth of a share (the "Purchase Price"),
upon presentation and surrender of this Rights Certificate with the Form of
Election to Purchase and related Certificate duly executed. The number of Rights
evidenced by this Rights Certificate (and the number of shares 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 _________ __,
200__, based on the Preferred Stock as constituted at such date. The Company
reserves the right to require prior to the occurrence of a Triggering Event (as
such term is defined in the Rights Agreement) that a number of Rights be
exercised so that only whole shares of Preferred Stock will be issued.


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


                                      B-1
<PAGE>   17

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

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

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

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

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Rights Certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right at any time prior to the earlier of the close
of business on (i) the tenth Business Day following the Stock Acquisition Date
(as such time period may be extended pursuant to the Rights Agreement), and (ii)
the Final Expiration Date.

         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, which
may, at the election of the Company, be evidenced by depositary receipts), but
in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.

         No holder of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of Preferred
Stock or of any other securities of the


                                      B-2
<PAGE>   18

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

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

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

Dated as of ___________, 200__

ATTEST:                                       CONOCO INC.

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

Countersigned:

EQUISERVE TRUST COMPANY, N.A.

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


                                      B-3
<PAGE>   19

                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

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

                               FOR VALUE RECEIVED

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

hereby sells, assigns and transfers unto
                                         --------------------------------------


--------------------------------------------------------------------------------
                  (Please print name and address of transferee)

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

Dated as of ___________, 200__
                                   --------------------------------------------
                                   Signature

Signature Guaranteed:

                                   CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated as of ___________, 200__
                                   --------------------------------------------
                                   Signature


Signature Guaranteed:

                                     NOTICE

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


                                      B-4
<PAGE>   20


                          FORM OF ELECTION TO PURCHASE

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

To:  Conoco Inc.:

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

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
                         (Please print name and address)

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

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

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
                         (Please print name and address)

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


Dated as of ___________, 200__
                                   --------------------------------------------
                                   Signature

Signature Guaranteed:


                                      B-5
<PAGE>   21

                                   CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated as of ___________, 200__
                                   --------------------------------------------
                                   Signature

Signature Guaranteed:


                                     NOTICE

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


                                       B-6
<PAGE>   22

                                                                       EXHIBIT D


                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

                  On October 18, 1998, the Board of Directors of Conoco Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock to the stockholder of record at the close of
business on October 20, 1998 (the "Record Date") and authorized the issuance of
one Right for each share of Common Stock issued after the Record Date. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-thousandth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock") at a Purchase Price of $88.00 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, as
amended (the "Rights Agreement") between the Company and EquiServe Trust
Company, N.A., as successor to First Chicago Trust Company of New York, as
Rights Agent.

                  The Rights initially are attached to all Common Stock
certificates and no separate Rights Certificates have been distributed. Subject
to certain exceptions specified in the Rights Agreement, the Rights will
separate from the underlying Common Stock and a Distribution Date will occur
upon the earlier of (i) 10 business days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 15% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), other than as a result of repurchases of
stock by the Company or certain inadvertent actions by institutional or certain
other stockholders or (ii) 10 business days (or such later date as the Board
shall determine) following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an Acquiring Person. Until the
Distribution Date, (i) the Rights will be evidenced by the underlying Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificates. Pursuant to the Rights Agreement, the Company reserves the right
to require prior to the occurrence of a Triggering Event (as defined below)
that, upon any exercise of Rights, a number of Rights be exercised so that only
whole shares of Preferred Stock will be issued.

                  The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on August 31, 2008, unless earlier
redeemed by the Company as described below.

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

                  In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances cash, property or other securities of
the Company) having a Current Market Price


                                       D-1
<PAGE>   23

(as defined in the Rights Agreement) equal to two times the exercise price of
such Right. The Exercise Price is the Purchase Price times the number of shares
of Common Stock associated with each such Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of the event
set forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.

                  For example, at an exercise price of $88.00 per Right, each
Right not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $176.00 worth (based on its Current Market Price) of Common Stock (or
other consideration, as noted above) for $88.00. Assuming that the Common Stock
had a per share value of $44.00 at such time, the holder of each valid Right
would be entitled to purchase 4 shares of Common Stock for $88.00.

                  In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company engages in a merger or other business combination transaction in which
the Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or
earning power is sold or transferred, each holder of a Right (except Rights
which have previously been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
Current Market Price equal to two times the exercise price of the Right. The
events set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."

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

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

                  At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors).

                  Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. Stockholders may, depending upon the
circumstances, recognize taxable income in


                                       D-2
<PAGE>   24
the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company or in
the event of the redemption of the Rights as set forth above.

                  Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment to
lengthen a time period relating to when the Rights may be redeemed may be made
at such time as the Rights are not redeemable.

                  A copy of the Rights Agreement is available free of charge
from the Rights Agent. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.


                                       D-3