<PAGE>
                                                                     EXHIBIT 4.2


                                    FORM OF
                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT

                    STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from
  time to time, this "Agreement"), dated as of December [___], 2001, between
  Eastman Company, a Delaware corporation (the "Company"), and American Stock
  Transfer & Trust Company, as Rights Agent (the "Rights Agent," which term
  shall include any successor Rights Agent hereunder).

                                   WITNESSETH:

                    WHEREAS, the Board of Directors of the Company has (a)
  authorized and declared a dividend of one right ("Right") in respect of each
  share of Common Stock (as hereinafter defined) held of record as of the close
  of business on [__________], 2001 (the "Record Time") and (b) authorized the
  issuance of one Right in respect of each share of Common Stock issued after
  the Record Time and prior to the Separation Time (as hereinafter defined) and,
  to the extent provided in Section 5.3, each share of Common Stock issued after
  the Separation Time;

                    WHEREAS, subject to the terms hereof, each Right entitles
  the holder thereof, after the Separation Time and prior to the Expiration
  Time, to purchase securities of the Company (or, in certain cases, of certain
  other entities) pursuant to the terms and subject to the conditions set forth
  herein; and

                    WHEREAS, the Company desires to appoint the Rights Agent to
  act on behalf of the Company and the holders of the Rights (who, in accordance
  with Section 2.3, will be, prior to the Separation Time, the holders of Common
  Stock), and the Rights Agent is willing so to act, in connection with the
  issuance, transfer, exchange and replacement of Rights Certificates (as
  hereinafter defined), the exercise of Rights and other matters referred to
  herein;


<PAGE>

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

                                   ARTICLE I

                               CERTAIN DEFINITIONS

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

                  "Acquiring Person" shall mean any Person who is a Beneficial
Owner of 15% or more of the outstanding shares of Common Stock; provided,
however, that the term "Acquiring Person" shall not include either Eastman
Chemical Company prior to the distribution of Common Stock to its stockholders
or any Person (i) who shall become the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock solely as a result of an acquisition by the
Company of shares of Common Stock, until such time thereafter as such Person
shall become the Beneficial Owner (other than by means of a stock dividend or
stock split) of any additional shares of Common Stock, (ii) who is the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock but
who acquired Beneficial Ownership of shares of Common Stock without any plan
or intention to seek or affect control of the Company, if such Person promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including voting,
with respect to such shares), sufficient shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock) so that
such Person ceases to be the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock or (iii) who Beneficially Owns shares of
Common Stock consisting solely of one or more of (A) shares of Common Stock
Beneficially Owned pursuant to the grant or exercise of an option granted to
such Person by the Company in connection with an agreement to merge with, or
acquire, the Company at a time at


                                       2
<PAGE>

which there is no Acquiring Person, (B) shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock),
Beneficially Owned by such Person or its Affiliates or Associates at the time of
grant of such option or (C) shares of Common Stock (or securities convertible
into, exchangeable into or exercisable for Common Stock) acquired by Affiliates
or Associates of such Person after the time of such grant which, in the
aggregate, amount to less than 1% of the outstanding shares of Common Stock. In
addition, the Company, any wholly-owned Subsidiary of the Company and any
employee stock ownership or other employee benefit plan of the Company or a
wholly owned Subsidiary of the Company shall not be an Acquiring Person.

                    "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under the Securities Exchange Act
of 1934, as such Rule is in effect on the date of this Agreement.

                    A Person shall be deemed the "Beneficial Owner," and to have
"Beneficial Ownership" of, and to "Beneficially Own," any securities as to which
such Person or any of such Person's Affiliates or Associates is or may be deemed
to be the beneficial owner of pursuant to Rule 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as such Rules are in effect on the date of this
Agreement as well as any securities as to which such Person or any of such
Person's Affiliates or Associates has the right to become Beneficial Owner
(whether such right is exercisable immediately or only after the passage of time
or the occurrence of conditions) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange rights,
rights (other than the Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the "Beneficial Owner," or to have
"Beneficial Ownership" of, or to "Beneficially Own," any security (i) solely
because such


                                       3
<PAGE>

security has been tendered pursuant to a tender or exchange offer made by such
Person or any of such Person's Affiliates or Associates until such tendered
security is accepted for payment or exchange or (ii) solely because such Person
or any of such Person's Affiliates or Associates has or shares the power to vote
or direct the voting of such security pursuant to a revocable proxy given in
response to a public proxy or consent solicitation made to more than ten holders
of shares of a class of stock of the Company registered under Section 12 of the
Securities Exchange Act of 1934 and pursuant to, and in accordance with, the
applicable rules and regulations under the Securities Exchange Act of 1934,
except if such power (or the arrangements relating thereto) is then reportable
under Item 6 of Schedule 13D under the Securities Exchange Act of 1934 (or any
similar provision of a comparable or successor report). For purposes of this
Agreement, in determining the percentage of the outstanding shares of Common
Stock with respect to which a Person is the Beneficial Owner, all shares as to
which such Person is deemed the Beneficial Owner shall be deemed outstanding.

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

                    "Close of Business" on any given date shall mean 5:00 p.m.
  New York City time on such date (or, if such date is not a Business Day, 5:00
  p.m. New York City time on the next succeeding Business Day) at which the New
  York City office of the transfer agent for the Common Stock (or, after the
  Separation Time, the New York City office of the Rights Agent) are closed to
  the public.

                    "Common Stock" Shall mean the shares of Common Stock, par
value $0.01 per share, of the Company.


                                       4
<PAGE>

                    "Exchange Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

                    "Exercise Price" shall mean, as of any date, the price at
which a holder may purchase the securities issuable upon exercise of one whole
Right. Until adjustment thereof in accordance with the terms hereof, the
Exercise Price shall equal $100.

                    "Expiration Time" shall mean the earliest of (i) the
Exchange Time, (ii) the Redemption Time, (iii) the close of business on the
tenth-year anniversary of the Record Time and (iv) upon the merger of the
Company into another corporation pursuant to an agreement entered into when
there is no Acquiring Person.

                    "Flip-in Date" shall mean the tenth business day after any
Stock Acquisition Date which is not the result of a Flip-over Transaction or
Event or such earlier or later date as the Board of Directors of the Company may
from time to time fix by resolution adopted prior to the Flip-in Date that would
otherwise have occurred.

                    "Flip-over Entity," for purposes of Section 3.2, shall mean
(i) in the case of a Flip-over Transaction or Event described in clause (i) of
the definition thereof, the Person issuing any securities into which shares of
Common Stock are being converted or exchanged and, if no such securities are
being issued, the other party to such Flip-over Transaction or Event and (ii) in
the case of a Flip-over Transaction or Event referred to in clause (ii) of the
definition thereof, the Person receiving the greatest portion of the assets or
earning power being transferred in such Flip-over Transaction or Event, provided
in all cases if such Person is a subsidiary of a corporation, the parent
corporation shall be the Flip-Over Entity.


                                       5
<PAGE>

                    "Flip-over Stock" shall mean the capital stock (or similar
equity interest) with the greatest voting power in respect of the election of
directors (or other Persons similarly responsible for direction of the business
and affairs) of the Flip-Over Entity.

                    "Flip-over Transaction or Event" shall mean a transaction or
series of transactions after the time when an Acquiring Person has become such
in which, directly or indirectly, (i) the Company shall consolidate or merge or
participate in a share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company enters into
any agreement with respect to any such consolidation, merger or share exchange,
the Acquiring Person controls the Board of Directors of the Company and any term
of or arrangement concerning the treatment of shares of capital stock in such
consolidation, merger or share exchange relating to the Acquiring Person is not
identical to the terms and arrangements relating to other holders of the Common
Stock or (ii) the Company shall sell or otherwise transfer (or one or more of
its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more
than 50% of the assets (measured by either book value or fair market value) or
(B) generating more than 50% of the operating income or cash flow, of the
Company and its Subsidiaries (taken as a whole) to any Person (other than the
Company or one or more of its wholly owned Subsidiaries) or to two or more such
Persons which are Affiliates or Associates or otherwise acting in concert, if,
at the time of the entry by the Company (or any such Subsidiary) into an
agreement with respect to such sale or transfer of assets, the Acquiring Person
controls the Board of Directors of the Company.

                    "Market Price" per share of any securities on any date shall
mean the average of the daily closing prices per share of such securities
(determined as described below) on each of the 20 consecutive Trading Days
through and including the Trading Day immediately


                                       6
<PAGE>

preceding such date; provided, however, that if an event of a type analogous to
any of the events described in Section 2.4 hereof shall have caused the closing
prices used to determine the Market Price on any Trading Days during such period
of 20 Trading Days not to be fully comparable with the closing price on such
date, each such closing price so used shall be appropriately adjusted in order
to make it fully comparable with the closing price on such date. The closing
price per share of any securities on any date shall be the last reported sale
price, regular way, or, in case no such sale takes place or is quoted on such
date, the average of the closing bid and asked prices, regular way, for each
share of such securities, 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, Inc. or, if the securities
are not listed or admitted to trading on the New York Stock Exchange, Inc., as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
securities are listed or admitted to trading or, if the securities are not
listed or admitted to trading on any national securities exchange, as reported
by the National Association of Securities Dealers, Inc. Automated Quotation
System or such other system then in use, or, if on any such date the securities
are not listed or admitted to trading on any national securities exchange or
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 securities
selected by the Board of Directors of the Company; provided, however, that if on
any such date the securities are not listed or admitted to trading on a national
securities exchange or traded in the over-the-counter market, the closing price
per share of such securities on such date shall mean the fair value per share of
securities on such date as determined in


                                       7
<PAGE>

good faith by the Board of Directors of the Company, after consultation with a
nationally recognized investment banking firm, and set forth in a certificate
delivered to the Rights Agent.

                    "Person" shall mean any individual, firm, partnership,
association, group (as such term is used in Rule 13d-5 under the Securities
Exchange Act of 1934, as such Rule is in effect on the date of this Agreement),
corporation or other entity.

                    "Preferred Stock" shall mean the series of Participating
Preferred Stock, par value $0.01 per share, of the Company created by a
Certificate of Designation and Terms in substantially the form set forth in
Exhibit B hereto appropriately completed.

                    "Redemption Price" shall mean an amount equal to one cent,
$0.01.

                    "Redemption Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 5.1 hereof.

                  "Separation Time" shall mean the close of business on the
earlier of (i) the tenth business day (or such later date as the Board of
Directors of the Company may from time to time fix by resolution adopted prior
to the Separation Time that would otherwise have occurred) after the date on
which any Person commences a tender or exchange offer which, if consummated,
would result in such Person's becoming an Acquiring Person and (ii) the Flip-in
Date; provided, that if the foregoing results in the Separation Time being prior
to the Record Time, the Separation Time shall be the Record Time and provided
further, that if any tender or exchange offer referred to in clause (i) of this
paragraph is cancelled, terminated or otherwise withdrawn prior to the
Separation Time without the purchase of any shares of Common Stock pursuant
thereto, such offer shall be deemed, for purposes of this paragraph, never to
have been made.


                                       8
<PAGE>

                    "Stock Acquisition Date" shall mean the first date
of public announcement by the Company (by any means) that an Acquiring Person
has become such.

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

                    "Trading Day," when used with respect to any securities,
shall mean a day on which the New York Stock Exchange, Inc. is open for the
transaction of business or, if such securities are not listed or admitted to
trading on the New York Stock Exchange, Inc., a day on which the principal
national securities exchange on which such securities are listed or admitted to
trading is open for the transaction of business or, if such securities are not
listed or admitted to trading on any national securities exchange, a Business
Day.

                                   ARTICLE II

                                   THE RIGHTS

         2.1      Summary of Rights. As soon as practicable after the Record
Time, the Company will mail a letter summarizing the terms of the Rights to each
holder of record of Common Stock as of the Record Time, at such holder's address
as shown by the records of the Company.

         2.2      Legend on Common Stock Certificates. Certificates for the
Common Stock issued after the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:

         Until the Separation Time (as defined in the Rights Agreement referred
         to below), this certificate also evidences and entitles the holder
         hereof to certain Rights as set forth in a Rights Agreement, dated as
         of December [__], 2001 (as such may be amended from time to time, the
         "Rights Agreement"), between Eastman Company (the "Company") and
         American Stock Transfer & Trust Company, as Rights Agent, the terms
         of which are hereby


                                       9
<PAGE>

         incorporated herein by reference and a copy of which is on file at the
         principal executive offices of the Company. Under certain
         circumstances, as set forth in the Rights Agreement, such Rights may be
         redeemed, may be exchanged for shares of Common Stock or other
         securities or assets of the Company or a Subsidiary of the Company, may
         expire, may become void (if they are "Beneficially Owned" by an
         "Acquiring Person" or an Affiliate or Associate thereof, as such terms
         are defined in the Rights Agreement, or by any transferee of any of the
         foregoing) or may be evidenced by separate certificates and may no
         longer be evidenced by this certificate. The Company will mail or
         arrange for the mailing of a copy of the Rights Agreement to the holder
         of this certificate without charge within five days after the receipt
         of a written request therefor.

Certificates representing shares of Common Stock that are issued and outstanding
at the Record Time shall evidence one Right for each share of Common Stock
evidenced thereby notwithstanding the absence of the foregoing legend.

         2.3      Exercise of Rights; Separation of Rights.

         (a)      Subject to Sections 3.1, 5.1 and 5.10 and subject to
adjustment as herein set forth, each Right will entitle the holder thereof,
after the Separation Time and prior to the Expiration Time, to purchase, for the
Exercise price, one one-hundredth of a share of Preferred Stock.

         (b)      Until the Separation Time, (i) no Right may be exercised and
(ii) each Right will be evidenced by the certificate for the associated share of
Common Stock (together, in the case of certificates issued prior to the Record
Time, with the letter mailed to the record holder thereof pursuant to Section
2.1) and will be transferable only together with, and will be transferred by a
transfer (whether with or without such letter) of, such associated share.

         (c)      Subject to the terms hereof, after the Separation Time and
prior to the Expiration Time, the Rights (i) may be exercised and (ii) may be
transferred independent of shares of Common Stock. Promptly following the
Separation Time, the Rights Agent will mail to each holder of record of Common
Stock as of the Separation Time (other than any Person whose Rights have become
void pursuant to Section 3.1(b)), at such holder's address as shown


                                       10
<PAGE>

by the records of the Company (the Company hereby agreeing to furnish copies of
such records to the Rights Agent for this purpose), (x) a certificate (a "Rights
Certificate") in substantially the form of Exhibit A hereto appropriately
completed, representing the number of Rights held by such holder at the
Separation Time and having such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any national securities
exchange or quotation system on which the Rights may from time to time be listed
or traded, or to conform to usage, and (y) a disclosure statement describing the
Rights.

         (d)      Subject to the terms hereof, Rights may be exercised on any
Business Day after the Separation Time and prior to the Expiration Time by
submitting to the Rights Agent the Rights Certificate evidencing such Rights
with an Election to Exercise (an "Election to Exercise") substantially in the
form attached to the Rights Certificate duly completed, accompanied by payment
in cash, or by certified or official bank check or money order payable to the
order of the Company, of a sum equal to the Exercise Price multiplied by the
number of Rights being exercised and a sum sufficient to cover any transfer tax
or charge which may be payable in respect of any transfer involved in the
transfer or delivery of Rights Certificates or the issuance or delivery of
certificates for shares or depositary receipts (or both) in a name other than
that of the holder of the Rights being exercised.

         (e)      Upon receipt of a Rights Certificate, with an Election to
Exercise accompanied by payment as set forth in Section 2.3(d), and subject to
the terms hereof, the Rights Agent will thereupon promptly (i)(A) requisition
from a transfer agent stock certificates


                                       11
<PAGE>

evidencing such number of shares or other securities to be purchased (the
Company hereby irrevocably authorizing its transfer agent to comply with all
such requisitions) and (B) if the Company elects pursuant to Section 5.5 not to
issue certificates representing fractional shares, requisition from the
depositary selected by the Company depositary receipts representing the
fractional shares to be purchased or requisition from the Company the amount of
cash to be paid in lieu of fractional shares in accordance with Section 5.5 and
(ii) after receipt of such certificates, depositary receipts and/or cash,
deliver the same to or upon the order of the registered holder of such Rights
Certificate, registered (in the case of certificates or depositary receipts) in
such name or names as may be designated by such holder.

         (f)      In case the holder of any Rights shall exercise less than all
the Rights evidenced by such holder's Rights Certificate, a new Rights
Certificate evidencing the Rights remaining unexercised will be issued by the
Rights Agent to such holder or to such holder's duly authorized assigns.

         (g)      The Company covenants and agrees that it will (i) take all
such action as may be necessary to ensure that all shares delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such
shares (subject to payment of the Exercise Price), be duly and validly
authorized, executed, issued and delivered and fully paid and nonassessable;
(ii) take all such action as may be necessary to comply with any applicable
requirements of the Securities Act of 1933 or the Securities Exchange Act of
1934, and the rules and regulations thereunder, and any other applicable law,
rule or regulation, in connection with the issuance of any shares upon exercise
of Rights; and (iii) pay when due and payable any and all federal and state
transfer taxes and charges which may be payable in respect of the original
issuance or delivery of the Rights Certificates or of any shares issued upon the
exercise of Rights, provided that the


                                       12
<PAGE>

Company shall not be required to pay any transfer tax or charge which may be
payable in respect of any transfer involved in the transfer or delivery of
Rights Certificates or the issuance or delivery of certificates for shares in a
name other than that of the holder of the Rights being transferred or exercised.

         2.4      Adjustments to Exercise Price; Number of Rights.

         (a)      In the event the Company shall at any time after the Record
Time and prior to the Separation Time (i) declare or pay a dividend on Common
Stock payable in Common Stock, (ii) subdivide the outstanding Common Stock or
(iii) combine the outstanding Common Stock into a smaller number of shares of
Common Stock, (x) the Exercise Price in effect after such adjustment will be
equal to the Exercise Price in effect immediately prior to such adjustment
divided by the number of shares of Common Stock (the "Expansion Factor") that a
holder of one share of Common Stock immediately prior to such dividend,
subdivision or combination would hold thereafter as a result thereof and (y)
each Right held prior to such adjustment will become that number of Rights equal
to the Expansion Factor, and the adjusted number of Rights will be deemed to be
distributed among the shares of Common Stock with respect to which the original
Rights were associated (if they remain outstanding) and the shares issued in
respect of such dividend, subdivision or combination, so that each such share of
Common Stock will have exactly one Right associated with it. Each adjustment
made pursuant to this paragraph shall be made as of the payment or effective
date for the applicable dividend, subdivision or combination.

                  In the event the Company shall at any time after the Record
Time and prior to the Separation Time issue any shares of Common Stock otherwise
than in a transaction referred to in the preceding paragraph, each such share of
Common Stock so issued shall automatically


                                       13
<PAGE>

have one new Right associated with it, which Right shall be evidenced by the
certificate representing such share. To the extent provided in Section 5.3,
Rights shall be issued by the Company in respect of shares of Common Stock that
are issued or sold by the Company after the Separation Time.

         (b)      In the event the Company shall at any time after the Record
Time and prior to the Separation Time issue or distribute any securities or
assets in respect of, in lieu of or in exchange for Common Stock (other than
pursuant to a regular periodic cash dividend or a dividend paid solely in Common
Stock) whether by dividend, in a reclassification or recapitalization (including
any such transaction involving a merger, consolidation or share exchange), or
otherwise, the Company shall make such adjustments, if any, in the Exercise
Price, number of Rights and/or securities or other property purchasable upon
exercise of Rights as the Board of Directors of the Company, in its sole
discretion, may deem to be appropriate under the circumstances in order to
adequately protect the interests of the holders of Rights generally, and the
Company and the Rights Agent shall amend this Agreement as necessary to provide
for such adjustments.

         (c)      Each adjustment to the Exercise Price made pursuant to this
Section 2.4 shall be calculated to the nearest cent. Whenever an adjustment to
the exercise price is made pursuant to this Section 2.4, the Company shall (i)
promptly prepare a certificate setting forth such adjustment and a brief
statement of the facts accounting for such adjustment, (ii) promptly file with
the Rights Agent and with each transfer agent for the Common Stock a copy of
such certificate and (iii) mail a brief summary thereof to each holder of
Rights.

         (d)      Irrespective of any adjustment or change in the securities
purchasable upon exercise of the Rights, the Rights Certificates theretofore and
thereafter issued may


                                       14
<PAGE>

continue to express the securities so purchasable which were expressed in the
initial Rights Certificates issued hereunder.

         2.5      Date on Which Exercise is Effective. Each Person in whose name
any certificate for shares is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the shares represented
thereby on, and such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and payment of the
Exercise Price for such Rights (and any applicable taxes and other governmental
charges payable by the exercising holder hereunder) was made; provided, however,
that if the date of such surrender and payment is a date upon which the 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 stock transfer books of the
Company are open.

         2.6      Execution, Authentication, Delivery and Dating of Rights
Certificates.

         (a)      The Rights Certificates shall be executed on behalf of the
Company by its Chairman of the Board, President or one of its Vice Presidents,
under its corporate seal reproduced thereon attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the Rights
Certificates may be manual or facsimile.

                    Rights Certificates bearing the manual or facsimile
  signatures of individuals who were at any time the proper officers of the
  Company shall bind the Company, notwithstanding that such individuals or any
  of them have ceased to hold such offices prior to the countersignature and
  delivery of such Rights Certificates.

                    Promptly after the Company learns of the Separation Time,
  the Company will notify the Rights Agent of such Separation Time and will
  deliver Rights Certificates executed


                                       15
<PAGE>

by the Company to the Rights Agent for countersignature, and, subject to Section
3.1(b), the Rights Agent shall manually countersign and deliver such Rights
Certificates to the holders of the Rights pursuant to Section 2.3(c) hereof. No
Rights Certificate shall be valid for any purpose unless manually countersigned
by the Rights Agent.

         (b)      Each Rights Certificate shall be dated the date of
countersignature thereof.

         2.7      Registration, Registration of Transfer and Exchange.

         (a)      After the Separation Time, the Company will cause to be kept a
register (the "Rights Register") in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the registration
and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar"
for the purpose of maintaining the Rights Register for the Company and
registering Rights and transfers of Rights after the Separation Time as herein
provided. In the event that the Rights Agent shall cease to be the Rights
Registrar, the Rights Agent will have the right to examine the Rights Register
at all reasonable times after the Separation Time.

                  After the Separation Time and prior to the Expiration Time,
upon surrender for registration of transfer or exchange of any Rights
Certificate, and subject to the provisions of Section 2.7(c) and (d), the
Company will execute, and the Rights Agent will countersign and deliver, in the
name of the holder or the designated transferee or transferees, as required
pursuant to the holder's instructions, one or more new Rights Certificates
evidencing the same aggregate number of Rights as did the Rights Certificate so
surrendered.

         (b)      Except as otherwise provided in Section 3.1(b), all Rights
issued upon any registration of transfer or exchange of Rights Certificates
shall be the valid obligations of the Company, and such Rights shall be entitled
to the same benefits under this Agreement as the Rights surrendered upon such
registration of transfer or exchange.


                                       16
<PAGE>

         (c)      Every Rights Certificate surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company or the Rights Agent,
as the case may be, duly executed by the holder thereof or such holder's
attorney duly authorized in writing. As a condition to the issuance of any new
Rights Certificate under this Section 2.7, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.

         (d)      The Company shall not be required to register the transfer or
exchange of any Rights after such Rights have become void under Section 3.1(b),
been exchanged under Section 3.1(c) or been redeemed or terminated under Section
5.1.

         2.8      Mutilated, Destroyed, Lost and Stolen Rights Certificates.

         (a)      If any mutilated Rights Certificate is surrendered to the
Rights Agent prior to the Expiration Time, then, subject to Sections 3.1(b) and
5.1, the Company shall execute and the Rights Agent shall countersign and
deliver in exchange therefor a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so surrendered.

         (b)      If there shall be delivered to the Company and the Rights
Agent prior to the Expiration Time (i) evidence to their satisfaction of the
destruction, loss or theft of any Rights Certificate and (ii) such security or
indemnity as may be required by them to save each of them and any of their
agents harmless, then, subject to Sections 3.1(b) and 5.1 and in the absence of
notice to the Company or the Rights Agent that such Rights Certificate has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Rights Agent shall countersign and deliver, in lieu of any such
destroyed, lost or stolen Rights Certificate, a new


                                       17
<PAGE>

Rights Certificate evidencing the same number of Rights as did the Rights
Certificate so destroyed, lost or stolen.

         (c)      As a condition to the issuance of any new Rights Certificate
                  under this Section 2.8, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Rights Agent) connected therewith.

         (d)      Every new Rights Certificate issued pursuant to this Section
2.8 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence
an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Rights Certificate shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Rights duly issued hereunder.

         2.9      Persons Deemed Owners. Prior to due presentment of a Rights
Certificate (or, prior to the Separation Time, the associated Common Stock
certificate) for registration of transfer, the Company, the Rights Agent and any
agent of the Company or the Rights Agent may deem and treat the Person in whose
name such Rights Certificate (or, prior to the Separation Time, such Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, including the payment of the
Redemption Price and neither the Company nor the Rights Agent shall be affected
by any notice to the contrary. As used in this Agreement, unless the context
otherwise requires, the term "holder" of any Rights shall mean the registered
holder of such Rights (or, prior to the Separation Time, the associated shares
of Common Stock).

         2.10     Delivery and Cancellation of Certificates. All Rights
Certificates surrendered upon exercise or for registration of transfer or
exchange shall, if surrendered to any


                                       18
<PAGE>

Person other than the Rights Agent, be delivered to the Rights Agent and, in any
case, shall be promptly cancelled by the Rights Agent. The Company may at any
time deliver to the Rights Agent for cancellation any Rights Certificates
previously countersigned and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Rights Certificates so delivered
shall be promptly cancelled by the Rights Agent. No Rights Certificates shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled as
provided in this Section 2.10, except as expressly permitted by this Agreement.
The Rights Agent shall destroy all cancelled Rights Certificates and deliver a
certificate of destruction to the Company.

         2.11     Agreement of Rights Holders. Every holder of Rights by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of Rights that:

         (a)      prior to the Separation Time, each Right will be transferable
only together with, and will be transferred by a transfer of, the associated
share of Common Stock;

         (b)      after the Separation Time, the Rights Certificates will be
transferable only on the Rights Register as provided herein;

         (c)      prior to due presentment of a Rights Certificate (or, prior to
the Separation Time, the associated Common Stock certificate) for registration
of transfer, the Company, the Rights Agent and any agent of the Company or the
Rights Agent may deem and treat the Person in whose name the Rights Certificate
(or, prior to the Separation Time, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary;


                                       19
<PAGE>

         (d)      Rights beneficially owned by certain Persons will, under the
circumstances set forth in Section 3.1(b), become void; and

         (e)      this Agreement may be supplemented or amended from tine to
time pursuant to Section 2.4(b) or 5.4 hereof.

                                  ARTICLE III

         ADJUSTMENTS TO THE RIGHTS IN THE EVENT of CERTAIN TRANSACTIONS

         3.1      Flip-in.

         (a)      In the event that prior to the Expiration Time a Flip-in Date
shall occur, the Company shall take such action as shall be necessary to ensure
and provide that, except as provided in this Section 3.1, each Right shall
constitute the right to purchase from the Company, upon exercise thereof in
accordance with the terms hereof (but subject to Section 5.10), that number of
shares of Common Stock having an aggregate Market Price on the Stock Acquisition
Date equal to twice the Exercise Price for an amount in cash equal to the
Exercise Price (such right to be appropriately adjusted in order to protect the
interests of the holders of Rights generally in the event that on or after such
Stock Acquisition Date an event of a type analogous to any of the events
described in Section 2.4(a) or (b) shall have occurred with respect to the
Common Stock).

         (b)      Notwithstanding anything in this Agreement to the contrary,
from and after the Flip-in Date, any Rights that are Beneficially Owned by (A)
any Acquiring Person (or any Affiliate or Associate of any Acquiring Person),
(B) a transferee of any Acquiring Person (or any such Affiliate or Associate)
who becomes a transferee after the Flip-in Date, or (C) a transferee of any
Acquiring Person (or any such Affiliate or Associate) who became a transferee
prior to or concurrently with the Flip-in Date pursuant to either (1) a transfer
from an Acquiring Person to holders of its equity securities or to any Person
with whom it has any continuing


                                       20
<PAGE>

agreement, arrangement or understanding regarding the transferred Rights or (2)
a transfer which the Board of Directors of the Company has determined is part of
a plan, arrangement or understanding which has the purpose or effect of avoiding
the provisions of this Section 3.1, and subsequent transferees of any such
Persons, will be void without any further action and any holder of such Rights
will thereafter have no rights whatsoever with respect to such Rights under any
provision of this Agreement. The Company will use all reasonable efforts to
ensure that the provisions of this Section 3.1 are complied with, but will have
no liability to any holder of Right Certificates or any other Person as a result
of its failure to make any determinations with respect to an Acquiring Person or
its Affiliates, Associates or transferees hereunder.

         (c)      The Board of Directors of the Company may, at its option, at
any time after a Flip-in Date and prior to the time that an Acquiring Person
becomes the Beneficial Owner of more than 50% of the outstanding shares of
Common Stock, elect to exchange all (but not less than all) the then outstanding
Rights (which shall not include Rights that have become void pursuant to the
provisions of Section 3.1(b)) for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right, appropriately adjusted in order to protect
the interests of holders of Rights generally in the event that after the
Separation Time an event of a type analogous to any of the events described in
Section 2.4 (a) or (b) shall have occurred with respect to the Common Stock
(such exchange ratio, as adjusted from time to time, being hereinafter referred
to as the "Exchange Ratio").

                    Immediately upon the action of the Board of Directors of the
Company electing to exchange the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and each
Right (other than Rights that have become void pursuant to Section 3.1(b))
will thereafter represent only the right to receive a number of shares of



                                       21
<PAGE>

Common Stock equal to the Exchange Ratio. Promptly after the action of the Board
of Directors electing to exchange the Rights, the Company shall give notice
thereof (specifying the steps to be taken to receive shares of Common Stock in
exchange for Rights) to the Rights Agent and the holders of the Rights (other
than Rights that have become void pursuant to Section 3.1(b)) outstanding
immediately prior thereto by mailing such notice in accordance with Section 5.9.

                    Each Person in whose name any certificate for shares is
issued upon the exchange of Rights pursuant to this Section 3.1(c) or Section
3.1(d) shall for all purposes be deemed to have become the holder of record of
the shares represented thereby on, and such certificate shall be dated, the date
upon which the Rights Certificate evidencing such Rights was duly surrendered
and payment of any applicable taxes and other governmental charges payable by
the holder was made; provided, however, that if the date of such surrender and
payment is a date upon which the 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 stock transfer books of the Company are open.

         (d)      Whenever the Company shall become obligated under Section
3.1(a) or (c) to issue shares of Common Stock upon exercise of or in exchange
for Rights, the Company, at its option, may substitute therefor shares of
Preferred Stock, at a ratio of one one-hundredth of a share of Preferred Stock
for each share of Common Stock so issuable.

         (e)      In the event that there shall not be sufficient treasury
shares or authorized but unissued shares of Common Stock or Preferred Stock of
the Company to permit the exercise or exchange in full of the Rights in
accordance with Section 3.1(a) or (c), the Company shall


                                       22
<PAGE>

either (i) call a meeting of stockholders seeking approval to cause sufficient
additional shares to be authorized (provided that if such approval is not
obtained the Company will take the action specified in clause (ii) of this
sentence) or (ii) take such action as shall be necessary to ensure and provide,
to the extent permitted by applicable law and any agreements or instruments in
effect on the Stock Acquisition Date to which it is a party, that each Right
shall thereafter constitute the right to receive, (x) at the Company's option,
either (A) in return for the Exercise Price, debt or equity securities or other
assets (or a combination thereof) having a fair value equal to twice the
Exercise Price, or (B) without payment of consideration (except as otherwise
required by applicable law), debt or equity securities or other assets (or a
combination thereof) having a fair value equal to the Exercise Price, or (y) if
the Board of Directors of the Company elects to exchange the Rights in
accordance with Section 3.1(c), debt or equity securities or other assets (or a
combination thereof) having a fair value equal to the product of the Market
Price of a share of Common Stock on the Flip-in Date times the Exchange Ratio in
effect on the Flip-in Date, where in any case set forth in (x) or (y) above the
fair value of such debt or equity securities or other assets shall be as
determined in good faith by the Board of Directors of the Company, after
consultation with a nationally recognized investment banking firm.

         3.2      Flip-over.

         (a)      Prior to the Expiration Time, the Company shall not enter into
any agreement with an Acquiring Person (or any of its Affiliates or Associates)
with respect to, consummate or permit to occur any Flip-over Transaction or
Event unless and until it shall have entered into a supplemental agreement with
the Flip-over Entity, for the benefit of the holders of the Rights, providing
that, upon consummation or occurrence of the Flip-over Transaction or Event (i)
each Right shall thereafter constitute the right to purchase from the Flip-over
Entity,


                                       23
<PAGE>

upon exercise thereof in accordance with the terms hereof, that number of shares
of Flip-over Stock of the Flip-over Entity having an aggregate Market Price on
the date of consummation or occurrence of such Flip-over Transaction or Event
equal to twice the Exercise Price for an amount in cash equal to the Exercise
Price (such right to be appropriately adjusted in order to protect the interests
of the holders of Rights generally in the event that after such date of
consummation or occurrence an event of a type analogous to any of the events
described in Section 2.4(a) or (b) shall have occurred with respect to the
Flip-over stock) and (ii) the Flip-over Entity shall thereafter be liable for,
and shall assume, by virtue of such Flip-over Transaction or Event and such
supplemental agreement, all the obligations and duties of the Company pursuant
to this Agreement. The provisions of this Section 3.2 shall apply to successive
Flip-over Transactions or Events.

         (b)      Prior to the Expiration Time, unless the Rights will be
redeemed pursuant to Section 5.1 hereof in connection therewith, the Company
shall not enter into any agreement with respect to, consummate or permit to
occur any Flip-over Transaction or Event if at the time thereof there are any
rights, warrants or securities outstanding or any other arrangements, agreements
or instruments that would eliminate or otherwise diminish in any material
respect the benefits intended to be afforded by this Rights Agreement to the
holders of Rights upon consummation of such transaction.

                                   ARTICLE IV

                                THE RIGHTS AGENT

         4.1      General.

         (a)      The Company hereby appoints the Rights Agent to act as agent
for the Company and the holders of the Rights (who, in accordance with Section
2.3, will be, prior to the Separation Time, the holder of Common Stock) in
accordance with the terms and conditions


                                       24
<PAGE>

hereof, and the Rights Agent hereby accepts such appointment. 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
administration and execution of this Agreement and the exercise and performance
of its duties hereunder. The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, or expense, incurred
without negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted to be done 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.

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

         4.2      Merger or Consolidation or Change of Name of Rights Agent.

         (a)      Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent is a party, or any corporation succeeding to the
shareholder services business of the Rights Agent or any successor Rights Agent,
will 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,


                                       25
<PAGE>

provided that such corporation would be eligible for appointment as a successor
Rights Agent under the provisions of Section 4.4 hereof. In case at the time
such successor Rights Agent succeeds to the agency created by this Agreement any
of the Rights Certificates have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates have not been countersigned, any successor
Rights Agent may countersign such Rights 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 Rights Certificates will have the full force provided in the
Rights Certificates and in this Agreement.

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

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

         (a)      The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel will be full and
complete


                                       26
<PAGE>

authorization and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such opinion.

         (b)      Whenever in the performance of its duties under this
Agreement the Rights Agent deems it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by a Person believed by the
Rights Agent to be the Chairman of the Board, the President or any Vice
President and by the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary of the Company and delivered to the Rights Agent; and
such certificate will be full authorization to the Rights Agent for any action
taken or suffered in good faith by it under the provisions of this Agreement
in reliance upon such certificate.

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

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

         (e)      The Rights Agent will not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due authorization, execution and delivery hereof by the Rights
Agent) or in respect of the validity or execution of any certificate for
securities purchasable upon exercise of Rights or Rights Certificates (except


                                       27
<PAGE>

its countersignature thereof); nor will it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor will it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void pursuant to
Section 3.1(b) hereof) or any adjustment required under the provisions of
Section 2.4, 3.1 or 3.2 hereof or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights after
receipt of the certificate contemplated by Section 2.4 describing any such
adjustment); nor will it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
securities purchasable upon exercise of Rights or any Rights or as to whether
any securities purchasable upon exercise of Rights will, when issued, be duly
and validly authorized, executed, issued and delivered and fully paid and
nonassessable.

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

         (g)      The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
Person believed by the Rights Agent to be the Chairman of the Board, the
President or any Vice President or the Secretary or any Assistant Secretary or
the Treasurer or any Assistant Treasurer of the Company and to apply to such
Persons for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered by it in good faith in accordance
with instructions of any such Person.


                                       28
<PAGE>

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

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

         4.4      Change of Rights Agent. The Rights Agent may resign and be
discharged from its duties under this Agreement upon 90 days' notice (or such
lesser notice as is acceptable to the Company) in writing mailed to the Company
and to each transfer agent of Common Stock by registered or certified mail, and
to the holders of the Rights in accordance with Section 5.9. The Company may
remove the Rights Agent upon 30 days' notice in writing, mailed to the Rights
Agent and to each transfer agent of the Common Stock by registered or certified
mail, and to the holders of the Rights in accordance with Section 5.9. If the
Rights Agent should resign or be removed or otherwise become incapable of
acting, the Company will appoint a successor to the Rights Agent. If the Company
fails to make such appointment within a period of 30 days after 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 any Rights (which
holder shall, with


                                       29
<PAGE>

such notice, submit such holder's Rights Certificate for inspection by the
Company), then the holder of any Rights may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or
of the State of New York, in good standing, having its principal office in the
State of New York, which is authorized under such laws to exercise the powers of
the Rights Agent contemplated by this Agreement and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000. After appointment, the successor Rights Agent will be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company will file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock, and mail a notice thereof in writing to the holders of the
Rights. Failure to give any notice provided for in this Section 4.4, 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.

                                   ARTICLE V

                                  MISCELLANEOUS

         5.1      Redemption.

         (a)      The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, elect to redeem all
(but not less than all) the


                                       30
<PAGE>

then outstanding Rights at the Redemption Price and the Company, at its option,
may pay the Redemption Price either in cash or shares of Common Stock or other
securities of the Company deemed by the Board of Directors, in the exercise of
its sole discretion, to be at least equivalent in value to the Redemption Price.

         (b)      Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights (or, if the resolution of the Board of
Directors electing to redeem the Rights states that the redemption will not be
effective until the occurrence of a specified future time or event, upon the
occurrence of such future time or event), without any further action and without
any notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash or
securities, as determined by the Board of Directors. Promptly after the Rights
are redeemed, the Company shall give notice of such redemption to the Rights
Agent and the holders of the then outstanding Rights by mailing such notice in
accordance with Section 5.9.

         5.2      Expiration. The Rights and this Agreement shall expire at the
Expiration Time and no Person shall have any rights pursuant to this Agreement
or any Right after the Expiration Time, except, if the Rights are exchanged or
redeemed, as provided in Section 3.1(c), 3.1(d), 3.1(e), 3.2 or 5.1 hereof.

         5.3      Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the number or kind or class of shares of stock purchasable upon exercise of
Rights made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale of shares of Common Stock by the Company


                                       31
<PAGE>

following the Separation Time and prior to the Redemption Time or Expiration
Time pursuant to the terms of securities convertible or redeemable into shares
of Common Stock or to options, in each case issued or granted prior to, and
outstanding at, the Separation Time, the Company shall issue to the holders of
such shares of Common Stock, Rights Certificates representing the appropriate
number of Rights in connection with the issuance or sale of such shares of
Common Stock; provided, however, in each case, (i) no such Rights Certificate
shall be issued, if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or to the Person to whom such Rights
Certificates would be issued, (ii) no such Rights Certificates shall be issued
if, and to the extent that, appropriate adjustment shall have otherwise been
made in lieu of the issuance thereof, and (iii) the Company shall have no
obligation to distribute Rights Certificates to any Acquiring Person or
Affiliate or Associate of an Acquiring Person or any transferee of any of the
foregoing.

         5.4      Supplements and Amendments. The Company and the Rights Agent
may from time to time supplement or amend this Agreement without the approval of
any holders of Rights (i) prior to the close of business on the Flip-in Date, in
any respect and (ii) after the close of business on the Flip-in Date, to make
any changes that the Company may deem necessary or desirable and which shall not
materially adversely affect the interests of the holders of Rights generally or
in order to cure any ambiguity or to correct or supplement any provision
contained herein which may be inconsistent with any other provisions herein or
otherwise defective. The Rights Agent will duly execute and deliver any
supplement or amendment hereto requested by the Company which satisfies the
terms of the preceding sentence.


                                       32
<PAGE>

         5.5      Fractional Shares. If the Company elects not to issue
certificates representing fractional shares upon exercise or redemption of
Rights, the Company shall, in lieu thereof, in the sole discretion of the Board
of Directors, either (a) evidence such fractional shares by depositary receipts
issued pursuant to an appropriate agreement between the Company and a depositary
selected by it, providing that each holder of a depositary receipt shall have
all of the rights, privileges and preferences to which such holder would be
entitled as a beneficial owner of such fractional share, or (b) sell such shares
on behalf of the holders of Rights and pay to the registered holders of such
Rights the appropriate fraction of price per share received upon such sale.

         5.6      Rights of Action. Subject to the terms of this Agreement
(including Section 3.1(b)), rights of action in respect of this Agreement, other
than rights of action vested solely in the Rights Agent, are vested in the
respective holders of the Rights; and any holder of any Rights, without the
consent of the Rights Agent or of the holder of any other Rights, may, on such
holder's own behalf and for such holder's own benefit and the benefit of other
holders of Rights, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, such
holder's right to exercise such holder's Rights in the manner provided in such
holder's Rights Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of the obligations of any Person subject to this Agreement.


                                       33
<PAGE>

         5.7      Holder of Rights Not Deemed a Stockholder. No holder, as such,
of any Rights shall be entitled to vote, receive dividends or be deemed for any
purpose the holder of shares or any other securities which may at any time be
issuable on the exercise of such Rights, nor shall anything contained herein or
in any Rights Certificate be construed to confer upon the holder of any Rights,
as such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting stockholders (except as
provided in Section 5.8 hereof), or to receive dividends or subscription rights,
or otherwise, until such Rights shall have been exercised or exchanged in
accordance with the provisions hereof.

         5.8      Notice of Proposed Actions. In case the Company shall propose
after the Separation Time and prior to the Expiration Time (i) to effect or
permit (in cases where the Company's permission is required) occurrence of any
Flip-in Date or Flip-over Transaction or Event or (ii) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right, in accordance with Section 5.9
hereof, a notice of such proposed action, which shall specify the Flip-in Date
or the date on which such Flip-over Transaction or Event, liquidation,
dissolution, or winding up is to take place, and such notice shall be so given
at least 20 Business Days prior to the date of the taking of such proposed
action.

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


                                       34
<PAGE>

                           Eastman Company
                           Building 280
                           200 South Wilcox Drive
                           Kingsport, Tennessee  37660

                           Attention:       Secretary

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

                           AMERICAN STOCK TRANSFER & TRUST COMPANY

                           Attention: _____________________________


Notices or demands authorized or required by this Agreement to be given or made
by the Company or the Rights Agent to or on the holder of any Rights shall be
sufficiently given or made if delivered or sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as it appears
upon the registry books of the Rights Agent or, prior to the Separation Time, 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.

         5.10     Suspension of Exercisability. To the extent that the Company
determines in good faith that some action will or need be taken pursuant to
Section 3.1(a), (b), (d) or (e) or to comply with federal or state securities
laws, the Company may suspend the exercisability of the Rights for a period of
up to ninety (90) days following the date of the occurrence of the Separation
Time or the Flip-in Date in order to take such action or comply with such laws.
In the


                                       35
<PAGE>

event of any such suspension, the Company shall issue as promptly as practicable
a public announcement stating that the exercisability or exchangeability of the
Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9
Shall not be required. Failure to give a notice pursuant to the provisions of
this Agreement shall not affect the validity of any action taken hereunder.

         5.11     Costs of Enforcement. The Company agrees that if the Company
or any other Person the securities of which are purchasable upon exercise of
Rights fails to fulfill any of its obligations pursuant to this Agreement, then
the Company or such Person will reimburse the holder of any Rights for the costs
and expenses (including legal fees) incurred by such holder in actions to
enforce such holder's rights pursuant to any Rights or this Agreement.

         5.12     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.

         5.13     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
holders of the Rights 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 holders of the Rights.

         5.14     Determination and Actions by the Board of Directors, etc. 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 Board or to the Company, or as may be necessary or advisable in
the administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement


                                       36
<PAGE>

and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement. All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not
subject the Board of Directors of the Company to any liability to the holders of
the Rights.

         5.15     Descriptive Headings. Descriptive headings appear herein for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

         5.16     Governing Law. THIS AGREEMENT AND EACH RIGHT ISSUED HEREUNDER
WILL 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.

         5.17     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.

         5.18     Severability. If any term or provision hereof or the
application thereof to any circumstance shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or provision shall be ineffective
as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining terms and


                                       37
<PAGE>

provisions hereof or the application of such term or provision to circumstances
other than those as to which it is held invalid or unenforceable.

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

                               EASTMAN COMPANY



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


                               AMERICAN STOCK TRANSFER & TRUST COMPANY



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


                                       38
<PAGE>

                                                                       EXHIBIT A

                          [Form of Rights Certificate]

              Certificate No. W-                      __________ Rights

         THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE
         OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
         RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES OR
         ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)
         OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.

                               Rights Certificate

                                 EASTMAN COMPANY

                  This certifies that ____________________, or registered
assigns, is the registered holder of the number of Rights set forth above, each
of which entitles the registered holder thereof, subject to the terms,
provisions and conditions of the Stockholder Protection Rights Agreement, dated
as of December [___], 2001 (as amended from time to time, the "Rights
Agreement"), between Eastman Company, a Delaware corporation (the "Company"),
and American Stock Transfer & Trust Company, ______________________ , as Rights
Agent (the "Rights Agent," which term shall include any successor Rights Agent
under the Rights Agreement), to purchase from the Company at any time after the
Separation Time (as such term is defined in the Rights Agreement) and prior to
the close of business on [_______________, 20__], one one-hundredth of a fully
paid share of Participating Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), of the Company (subject to adjustment as provided in the
Rights Agreement) at the Exercise Price referred to below, upon presentation
and surrender of this Rights Certificate with the Form of Election to Exercise
duly executed at the principal office of the Rights Agent in The City of New
York. The Exercise Price shall initially be



<PAGE>


$100.00 per Right and shall be subject to adjustment in certain events as
provided in the Rights Agreement.

                    In certain circumstances described in the Rights Agreement,
the Rights evidenced hereby may entitle the registered holder thereof to
purchase securities of an entity other than the Company or securities or assets
of the Company other than Preferred Stock, all as provided in the Rights
Agreement.

                    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.
Copies of the Rights Agreement are on file at the principal office of the
Company and are available without cost upon written request.

                    This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent designated for
such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor evidencing an aggregate number of Rights equal to the
aggregate number of Rights evidenced by the Rights Certificate or Rights
Certificates surrendered. If this Rights Certificate shall be exercised in part,
the registered 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, each
Right evidenced by this Certificate may be (a) redeemed by the Company under
certain circumstances, at its option, at a redemption price of $0.01 per Right
or (b) exchanged by the Company under certain


                                       2
<PAGE>

circumstances, at its option, for one share of Common Stock or one one-hundredth
of a share of Preferred Stock per Right (or, in certain cases, other securities
or assets of the Company), subject in each case to adjustment in certain events
as provided in the Rights Agreement.

                    No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
any securities 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 Rights
evidenced by this Rights Certificate shall have been exercised or exchanged 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.


Date:
       ---------------------------

ATTEST:                                             EASTMAN COMPANY


                                                    By
-----------------------------------------------       -------------------------
         Secretary


                                       3
<PAGE>


Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY


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


                                       4
<PAGE>

                                    [Form of Reverse Side of Rights Certificate]


                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
              holder desires to transfer this 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:  ____________________, 20__

Signature Guaranteed:                        -----------------------------------
                                             Signature
                                             (Signature must correspond to name
                                             as written upon the face of this
                                             Rights Certificate in every
                                             particular, without alteration
                                             or enlargement or any change
                                             whatsoever)


                  Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

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


                                      5
<PAGE>

                            (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the knowledge of the undersigned, have never been, Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement).

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

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



                                     NOTICE

                  In the event the certification set forth above is not
completed in connection with a purported assignment, the Company will deem the
Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement) or a transferee of any of the foregoing and accordingly will
deem the Rights evidenced by such Rights Certificate to be void and not
transferable or exercisable.


                                       6
<PAGE>

                   (To be attached to each Rights Certificate)

                          FORM OF ELECTION TO EXERCISE

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

TO:  EASTMAN COMPANY

                    The undersigned hereby irrevocably elects to exercise
  [__________] whole Rights represented by the attached Rights Certificate to
  purchase the shares of Participating Preferred Stock issuable upon the
  exercise of such Rights and requests that certificates for such shares be
  issued in the name of:


                           -----------------------------------
                           Address:
                                   ---------------------------

                           -----------------------------------
                           Social Security or Other Taxpayer
                           Identification Number:
                                                 -------------

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:


                           -----------------------------------
                           Address:
                                   ---------------------------

                           -----------------------------------
                           Social Security or Other Taxpayer
                           Identification Number:
                                                 -------------

Dated: _______________, 20__



Signature Guaranteed:
                                           -------------------------------------
                                           Signature
                                           (Signature must correspond to name
                                           as written upon the face of the
                                           attached Rights Certificate in
                                           every particular, without alteration
                                           or enlargement or any change
                                           whatsoever)


<PAGE>


                  Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

--------------------------------------------------------------------------------
                            (To be completed if true)


                  The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the Rights evidenced by the
attached Rights Certificate are not, and, to the knowledge of the undersigned,
have never been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).

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


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


                                     NOTICE

                  In the event the certification set forth above is not
completed in connection with a purported exercise, the Company will deem the
Beneficial Owner of the Rights evidenced by the attached Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement) or a transferee of any of the foregoing and accordingly will
deem the Rights evidenced by such Rights Certificate to be void and not
transferable or exercisable.

<PAGE>


                                                                       EXHIBIT B

                     FORM OF CERTIFICATE OF DESIGNATION AND
                     TERMS OF PARTICIPATING PREFERRED STOCK
                               OF EASTMAN COMPANY

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

                    We, the undersigned, [____________________] and
  [____________________], the [____________________] and [____________________],
  respectively, of Eastman Company, a Delaware corporation (the "Corporation"),
  do hereby certify as follows:

                    Pursuant to authority granted by Article [FOURTH] of the
  Amended and Restated Certificate of Incorporation of the Corporation, and in
  accordance with the provisions of Section 151 of the General Corporation Law
  of the State of Delaware, the Board of Directors of the Corporation has
  adopted the following resolutions fixing the designation and certain terms,
  powers, preferences and other rights of a new series of the Corporation's
  Preferred Stock, par value $0.01 per share, and certain qualifications,
  limitations and restrictions thereon:

                  RESOLVED, that there is hereby established a series of
         Preferred Stock, par value $0.01 per share, of the Corporation, and the
         designation and certain terms, powers, preferences and other rights of
         the shares of such series, and certain qualifications, limitations and
         restrictions thereon, are hereby fixed as follows:

                           (i)      The distinctive serial designation of this
                  series shall be "Participating Preferred Stock" (hereinafter
                  called "this Series"). Each share of this Series shall be
                  identical in all respects with the other shares of this Series
                  except as to the dates from and after which dividends thereon
                  shall be cumulative.

                           (ii)     The number of shares in this Series shall
                  initially be [____________________], which number may from
                  time to time be increased or decreased (but not below the
                  number then outstanding) by the Board of Directors. Shares of
                  this Series purchased by the Corporation shall be cancelled
                  and shall revert to authorized but unissued shares of
                  Preferred Stock undesignated as to series. Shares of this
                  Series may be issued in fractional shares, which fractional
                  shares shall entitle the holder, in proportion to such
                  holder's fractional share, to all rights of a holder of a
                  whole share of this series.


<PAGE>

                           (iii)    The holders of full or fractional shares of
                  this Series shall be entitled to receive, when and as declared
                  by the Board of Directors, but only out of funds legally
                  available therefor, dividends, (A) on each date that dividends
                  or other distributions (other than dividends or distributions
                  payable in Common Stock of the Corporation) are payable on or
                  in respect of Common Stock comprising part of the Reference
                  Package (as defined below), in an amount per whole share of
                  this Series equal to the aggregate amount of dividends or
                  other distributions (other than dividends or distributions
                  payable in Common Stock of the Corporation) that would be
                  payable on such date to a holder of the Reference Package and
                  (B) on the last day of March, June, September and December in
                  each year, in an amount per whole share of this Series equal
                  to the excess (if any) of $[_____]* over the aggregate
                  dividends paid per whole share of this Series during the
                  three-month period ending on such last day. Each such dividend
                  shall be paid to the holders of record of shares of this
                  Series on the date, not exceeding sixty (60) days preceding
                  such dividend or distribution payment date, fixed for the
                  purpose by the Board of Directors in advance of payment of
                  each particular dividend or distribution. Dividends on each
                  full and each fractional share of this Series shall be
                  cumulative from the date such full or fractional share is
                  originally issued; provided that any such full or fractional
                  share originally issued after a dividend record date and on or
                  prior to the dividend payment date to which such record date
                  relates shall not be entitled to receive the dividend payable
                  on such dividend payment date or any amount in respect of the
                  period from such original issuance to such dividend payment
                  date.

                           The term "Reference Package" shall initially mean 100
                  shares of Common Stock, par value $0.01 per share ("Common
                  Stock"), of the Corporation. In the event the Corporation
                  shall at any time after the close of business on [__________,
                  20__]* (A) declare or pay a dividend on any Common Stock
                  payable in Common Stock, (B) subdivide any Common Stock or (C)
                  combine any Common Stock into a smaller number of shares, then
                  and in each such case the Reference Package after such event
                  shall be the Common Stock that a holder of the Reference
                  Package immediately prior to such event would hold thereafter
                  as a result thereof.

                                    Holders of shares of this Series shall not
                           be entitled to any dividends, whether payable in
                           cash, property or stock, in excess of full cumulative
                           dividends, as herein provided on this Series.

---------------
* Insert an amount equal to 1/4 of 1% of the Exercise Price divided by the
number of shares of Preferred Stock purchasable upon exercise of one Right
(i.e., a guaranteed 1% dividend). Where a Right is exercisable for one
one-hundredth of a share, this simplifies to one-fourth the Exercise Price.

* For a certificate of designation relating to shares to be issued pursuant to
Section 2.3 of the Rights Agreement, insert the Separation Time. For a
certificate of designation relating to shares to be issued pursuant to Section
3.1(d) of the Rights Agreement, insert the Flip-in Date.


<PAGE>
                           So long as any shares of this Series are outstanding,
                  no dividend (other than a dividend in Common Stock or in any
                  other stock ranking junior to this Series as to dividends and
                  upon liquidation) shall be declared or paid or set aside for
                  payment or other distribution declared or made upon the Common
                  Stock or upon any other stock ranking junior to this Series as
                  to dividends or upon liquidation, nor shall any Common Stock
                  nor any other stock of the Corporation ranking junior to or on
                  a parity with this Series as to dividends or upon liquidation
                  be redeemed, purchased or otherwise acquired for any
                  consideration (or any moneys be paid to or made available for
                  a sinking fund for the redemption of any shares of any such
                  stock) by the Corporation (except by conversion into or
                  exchange for stock of the Corporation ranking junior to this
                  Series as to dividends and upon liquidation), unless, in each
                  case, the full cumulative dividends (including the dividend to
                  be due upon payment of such dividend, distribution,
                  redemption, purchase, or other acquisition) on all outstanding
                  shares of this Series shall have been, or shall
                  contemporaneously be, paid.

                           (iv)     In the event of any merger, consolidation,
                  reclassification 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 this Series shall at the same time be
                  similarly exchanged or changed in an amount per whole share
                  equal to the aggregate amount of stock, securities, cash
                  and/or any other property (payable in kind), as the case may
                  be, that a holder of the Reference Package would be entitled
                  to receive as a result of such transaction.

                           (v)      In the event of any liquidation, dissolution
                  or winding up of the affairs of the Corporation, whether
                  voluntary or involuntary, the holders of full and fractional
                  shares of this Series shall be entitled, before any
                  distribution or payment is made on any date to the holders of
                  the Common Stock or any other stock of the Corporation ranking
                  junior to this Series upon liquidation, to be paid in full an
                  amount per whole share of this Series equal to the greater of
                  (A) $[__________]* or (B) the aggregate amount distributed or
                  to be distributed prior to such date in connection with such
                  liquidation, dissolution or winding up to a holder of the
                  Reference Package (such greater amount being hereinafter
                  referred to as the "Liquidation Preference"), together with
                  accrued dividends to such distribution or payment date,
                  whether or not earned or declared. If such payment shall have
                  bean made in full to all holders of shares of this Series, the
                  holders of shares of this Series as such shall have no right
                  or claim to any of the remaining assets of the Corporation.

                           In the event the assets of the Corporation available
                  for distribution to the holders of shares of this Series upon
                  any liquidation, dissolution or winding up of the Corporation,
                  whether voluntary or involuntary, shall be insufficient to pay
                  in full all amounts to which such holders are entitled
                  pursuant to the first paragraph of this Section (v), no such
                  distribution shall be made on account of any shares of

---------------
* Insert an amount equal to 100 times the Exercise Price in effect as of the
Separation Time.


<PAGE>

                  any other class or series of Preferred Stock ranking on a
                  parity with the shares of this Series upon such liquidation,
                  dissolution or winding up unless proportionate distributive
                  amounts shall be paid on account of the shares of this Series,
                  ratably in proportion to the full distributable amounts for
                  which holders of all such parity shares are respectively
                  entitled upon such liquidation, dissolution or winding up.

                           Upon the liquidation, dissolution or winding up of
                  the Corporation, the holders of shares of this Series then
                  outstanding shall be entitled to be paid out of assets of the
                  Corporation available for distribution to its stockholders all
                  amounts to which such holders are entitled pursuant to the
                  first paragraph of this Section (v) before any payment shall
                  be made to the holders of Common Stock or any other stock of
                  the Corporation ranking junior upon liquidation to this
                  Series.

                           For the purposes of this Section (v), the
                  consolidation or merger of, or binding share exchange by, the
                  Corporation with any other corporation shall not be deemed to
                  constitute a liquidation, dissolution or winding up of the
                  Corporation.

                           (vi)     The shares of this Series shall not be
                  redeemable.

                           (vii)    In addition to any other vote or consent of
                  stockholders required by law or by the Restated Certificate of
                  Incorporation, as amended, of the Corporation, each whole
                  share of this Series shall, on any matter, vote as a class
                  with any other capital stock comprising part of the Reference
                  Package and voting on such matter and shall have the number of
                  votes thereon that a holder of the Reference Package would
                  have.

                    IN WITNESS WHEREOF, the undersigned have signed and attested
this certificate on the _____ day of ______________, 200__.



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

Attest:



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


<PAGE>

                            EASTMAN CHEMICAL COMPANY

                 SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
                             (DOLLARS IN MILLIONS)

<Table>
<Caption>
                                                              ADDITIONS
                                                        ---------------------
                                                        CHARGED TO   CHARGED
                                        BALANCE AT       COST AND    TO OTHER                   BALANCE AT
            DESCRIPTION               JANUARY 1, 1998    EXPENSE     ACCOUNTS   DEDUCTIONS   DECEMBER 31, 1998
            -----------               ---------------   ----------   --------   ----------   -----------------
<S>                                   <C>               <C>          <C>        <C>          <C>
Reserve for:
  Bad debts and returns.............       $ 15            $ --        $ --        $  3            $ 12
  Environmental contingencies.......         49              (1)         --          --              48
                                           ----            ----        ----        ----            ----
                                           $ 64            $ (1)       $ --        $  3            $ 60
                                           ====            ====        ====        ====            ====
</Table>

<Table>
<Caption>
                                        BALANCE AT                                              BALANCE AT
                                      JANUARY 1, 1999                                        DECEMBER 31, 1999
                                      ---------------                                        -----------------
<S>                                   <C>               <C>          <C>        <C>          <C>
Reserve for:
  Bad debts and returns.............       $ 12            $  7        $ --        $  6            $ 13
  Environmental contingencies.......         48               5           2           1              54
                                           ----            ----        ----        ----            ----
                                           $ 60            $ 12        $  2        $  7            $ 67
                                           ====            ====        ====        ====            ====
</Table>

<Table>
<Caption>
                                        BALANCE AT                                              BALANCE AT
                                      JANUARY 1, 2000                                        DECEMBER 31, 2000
                                      ---------------                                        -----------------
<S>                                   <C>               <C>          <C>        <C>          <C>
Reserve for:
  Bad debts and returns.............       $ 13            $  5        $ --        $  2            $ 16
  Environmental contingencies.......         54               1           2           3              54
                                           ----            ----        ----        ----            ----
                                           $ 67            $  6        $  2        $  5            $ 70
                                           ====            ====        ====        ====            ====
</Table>

                                        5
<PAGE>

                                EASTMAN COMPANY

                 SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
                             (DOLLARS IN MILLIONS)

<Table>
<Caption>
                                                              ADDITIONS
                                                        ---------------------
                                                        CHARGED TO   CHARGED
                                        BALANCE AT       COST AND    TO OTHER                   BALANCE AT
            DESCRIPTION               JANUARY 1, 1998    EXPENSE     ACCOUNTS   DEDUCTIONS   DECEMBER 31, 1998
            -----------               ---------------   ----------   --------   ----------   -----------------
<S>                                   <C>               <C>          <C>        <C>          <C>
Reserve for:
  Bad debts and returns.............        $ 8            $(1)         $--        $ 1              $ 6
  Environmental contingencies.......         44             (1)         --          --               43
                                            ---            ----         --         ---              ---
                                            $52            $(2)         $--        $ 1              $49
                                            ===            ====         ==         ===              ===
</Table>

<Table>
<Caption>
                                        BALANCE AT                                              BALANCE AT
                                      JANUARY 1, 1999                                        DECEMBER 31, 1999
                                      ---------------                                        -----------------
<S>                                   <C>               <C>          <C>        <C>          <C>
Reserve for:
  Bad debts and returns.............        $ 6            $ 3          $--        $ 2              $ 7
  Environmental contingencies.......         43              4           2           1               48
                                            ---            ---          --         ---              ---
                                            $49            $ 7          $2         $ 3              $55
                                            ===            ===          ==         ===              ===
</Table>

<Table>
<Caption>
                                        BALANCE AT                                              BALANCE AT
                                      JANUARY 1, 2000                                        DECEMBER 31, 2000
                                      ---------------                                        -----------------
<S>                                   <C>               <C>          <C>        <C>          <C>
Reserve for:
  Bad debts and returns.............        $ 7            $ 1          $--        $(1)             $ 9
  Environmental contingencies.......         48              5           2            3              52
                                            ---            ---          --         ----             ---
                                            $55            $ 6          $2         $  2             $61
                                            ===            ===          ==         ====             ===
</Table>

                                        6