<PAGE>

                                                              STB DRAFT 10/31/01




                                RIGHTS AGREEMENT

                         ARAMARK WORLDWIDE CORPORATION

                                      and

                            [____________________],

                                as Rights Agent

                        Dated as of [________ __], 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
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<S>          <C>                                                                                                <C>
Section 1.   Certain Definitions.............................................................................    1
Section 2.   Appointment of Rights Agent.....................................................................    5
Section 3.   Issue of Right Certificates.....................................................................    5
Section 4.   Form of Right Certificates......................................................................    8
Section 5.   Countersignature and Registration...............................................................    8
Section 6.   Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost
             or Stolen Right Certificates....................................................................    9
Section 7.   Exercise of Rights, Purchase Price; Expiration Date of Rights...................................   10
Section 8.   Cancellation and Destruction of Right Certificates..............................................   11
Section 9.   Availability of Shares of Preferred Stock.......................................................   12
Section 10.  Preferred Stock Record Date.....................................................................   13
Section 11.  Adjustment of Purchase Price, Number of Shares and Number of Rights.............................   13
Section 12.  Certificate of Adjusted Purchase Price or Number of Shares......................................   23
Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earnings Power...........................   23
Section 14.  Fractional Rights and Fractional Shares.........................................................   27
Section 15.  Rights of Action................................................................................   29
Section 16.  Agreement of Right Holders......................................................................   29
Section 17.  Right Certificate Holder Not Deemed a Stockholder...............................................   30
Section 18.  Concerning the Rights Agent.....................................................................   30
Section 19.  Merger or Consolidation or Change of Name of Rights Agent.......................................   31
Section 20.  Duties of Rights Agent..........................................................................   32
Section 21.  Change of Rights Agent..........................................................................   34
Section 22.  Issuance of New Right Certificates..............................................................   35
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
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                                                                                                               ----
<S>          <C>                                                                                                <C>

Section 23.  Redemption......................................................................................   36
Section 24.  Exchange........................................................................................   36
Section 25.  Notice of Certain Events........................................................................   38
Section 26.  Notices.........................................................................................   39
Section 27.  Supplements and Amendments......................................................................   39
Section 28.  Successors......................................................................................   40
Section 29.  Benefits of this Agreement......................................................................   40
Section 30.  Severability....................................................................................   40
Section 31.  Governing Law...................................................................................   40
Section 32.  Counterparts....................................................................................   41
Section 33.  Descriptive Headings............................................................................   41
Section 34.  Administration..................................................................................   41
</TABLE>



                                      ii
<PAGE>

                                RIGHTS AGREEMENT

          Agreement, dated as of [________ __], 2001, between ARAMARK Worldwide
Corporation, a Delaware corporation (the "Company"), and Mellon Investor
Services LLC, a [________] limited liability company, as Rights Agent (the
"Rights Agent").

          The Board of Directors of the Company has authorized and approved the
issuance of one preferred share purchase right (a "Right") together with each
share of Common Stock (as hereinafter defined) of the Company to be issued
pursuant to an agreement and plan of merger between ARAMARK Worldwide
Corporation and the Company with an effective date as of the consummation of the
merger (the "Record Date"), each Right representing the right to purchase one
one-thousandth (subject to adjustment) of a share of Preferred Stock (as
hereinafter defined), upon the terms and subject to the conditions herein set
forth, and has further authorized and directed the issuance of one Right
(subject to adjustment as provided herein) with respect to each share of Common
Stock that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined); provided, however, that Rights may be
issued with respect to shares of Common Stock that shall become outstanding
after the Distribution Date and prior to the Redemption Date and the Final
Expiration Date in accordance with Section 22.

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

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

                (a) "Acquiring Person" shall mean any Person (as such term is
     hereinafter defined) who or which shall be the Beneficial Owner (as such
     term is hereinafter defined) of 15% or more of the shares of Class B Common
     Stock then outstanding, but shall not include an Exempt Person (as such
     term is hereinafter defined); provided, however, that (i) if the Board of
     Directors of the Company determines in good faith that a Person who would
     otherwise be an "Acquiring Person" has become such inadvertently
     (including, without limitation, because (A) such Person was unaware that it
     beneficially owned a percentage of Class B Common Stock that would
     otherwise cause such Person to be a "Acquiring Person" or (B) such Person
     was aware of the extent of its Beneficial Ownership of Class B Common Stock
     but had no actual knowledge of the consequences of such Beneficial
     Ownership under this Rights Agreement) and without any intention of
     changing or influencing control of the Company, and such Person, as
     promptly as practicable divested or divests himself or itself of Beneficial
     Ownership of a sufficient number of shares of Class B Common Stock so that
     such Person would no longer be an Acquiring Person, then such Person shall
     not be deemed to be or to have become an "Acquiring Person" for any
     purposes of this Agreement; and (ii) if, as of the date hereof or prior to
     the first public announcement of the adoption of this Agreement, any Person
     is or becomes the Beneficial Owner of 15% or more of the shares of Class B
     Common Stock outstanding, such Person shall not be deemed to be or to
     become an "Acquiring Person" unless and until
<PAGE>

                                                                               2


     such time as such Person shall, after the first public announcement of the
     adoption of this Agreement, become the Beneficial Owner of additional
     shares of Class B Common Stock representing 1% or more of the outstanding
     shares of Class B Common Stock as of the date of the first public
     announcement of the adoption of this Agreement (other than pursuant to a
     dividend or distribution paid or made by the Company on the outstanding
     Common Stock or pursuant to a split or subdivision of the outstanding
     Common Stock), unless, upon becoming the Beneficial Owner of such
     additional shares of Class B Common Stock, such Person is not then the
     Beneficial Owner of 15% or more of the shares of Class B Common Stock then
     outstanding. Notwithstanding the foregoing, no Person shall become an
     "Acquiring Person" as the result of an acquisition of shares of Common
     Stock by the Company which, by reducing the number of shares outstanding,
     increases the proportionate number of shares beneficially owned by such
     Person to 15% or more of the shares of Class B Common Stock then
     outstanding; provided, however, that if a Person shall become the
     Beneficial Owner of 15% or more of the shares of Class B Common Stock then
     outstanding by reason of such share acquisitions by the Company and
     thereafter become the Beneficial Owner of any additional shares of Class B
     Common Stock, then such Person shall be deemed to be an "Acquiring Person"
     unless upon the consummation of the acquisition of such additional shares
     of Class B Common Stock such Person does not own 15% or more of the shares
     of Class B Common Stock then outstanding. The phrase "then outstanding",
     when used with reference to a Person's Beneficial Ownership of securities
     of the Company, shall mean the number of such securities then issued and
     outstanding together with the number of such securities not then actually
     issued and outstanding which such Person would be deemed to own
     beneficially hereunder.

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

                (c) A Person shall be deemed the "Beneficial Owner" of, shall be
     deemed to have "Beneficial Ownership" of and shall be deemed to
     "beneficially own" any securities:

                        (i) which such Person or any of such Person's Affiliates
             or Associates is deemed to beneficially own, directly or indirectly
             within the meaning of Rule 13d-3 of the General Rules and
             Regulations under the Exchange Act as in effect on the date of this
             Agreement;

                        (ii) which such Person or any of such Person's
             Affiliates or Associates has (A) the right to acquire (whether such
             right is exercisable immediately or only after the passage of time)
             pursuant to any agreement, arrangement or understanding (other than
             customary agreements with and
<PAGE>

                                                                               3

             between underwriters and selling group members with respect to a
             bona fide public offering of securities), written or otherwise, 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 of, or to beneficially own, (x) securities tendered pursuant
             to a tender or exchange offer made pursuant to, and in accordance
             with, the applicable rules and regulations promulgated under the
             Exchange Act by or on behalf of such Person or any of such Person's
             Affiliates or Associates until such tendered securities are
             accepted for purchase, (y) securities which such Person has a right
             to acquire on the exercise of Rights at any time prior to the time
             a Person becomes an Acquiring Person or (z) securities issuable
             upon exercise of Rights from and after the time a Person becomes an
             Acquiring Person if such Rights were acquired by such Person or any
             of such Person's Affiliates or Associates prior to the Distribution
             Date or pursuant to Section 3(a) or Section 22 hereof ("Original
             Rights") or pursuant to Section 11(i) or Section 11(n) with respect
             to an adjustment to Original Rights; or (B) the right to vote
             pursuant to any agreement, arrangement or understanding; provided,
             however, that a Person shall not be deemed the Beneficial Owner of,
             or to beneficially own, any security by reason of such agreement,
             arrangement or understanding if the agreement, arrangement or
             understanding to vote such security (1) arises solely from a
             revocable proxy or consent given to such Person in response to a
             public proxy or consent solicitation made pursuant to, and in
             accordance with, the applicable rules and regulations promulgated
             under the Exchange Act and (2) is not also then reportable on
             Schedule 13D under the Exchange Act (or any comparable or successor
             report); or

                        (iii) which are beneficially owned, directly or
             indirectly, by any other Person and with respect to which such
             Person or any of such Person's Affiliates or Associates has any
             agreement, arrangement or understanding (other than customary
             agreements with and between underwriters and selling group members
             with respect to a bona fide public offering of securities) for the
             purpose of acquiring, holding, voting (except to the extent
             contemplated by the proviso to Section 1(c)(ii)(B)) or disposing of
             such securities.

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

                (e) "Class A Common Stock" shall mean the Class A-1 Common Stock
     of the Company, the Class A-2 Common Stock of the Company and the Class A-3
     Common Stock of the Company, each par value $0.01 per share.
<PAGE>

                                                                               4

                (f) "Class B Common Stock" shall mean the Class B Common Stock
     of the Company, the Class B-1 Common Stock of the Company, the Class B-2
     Common Stock of the Company and the Class B-3 Common Stock of the Company,
     each par value $0.01 per share.

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

                (h) "Common Stock" when used with reference to the Company shall
     mean the Class A Common Stock and the Class B Common Stock. "Common Stock"
     when used with reference to any Person other than the Company shall mean
     the capital stock (or, in the case of an unincorporated entity, the
     equivalent equity interest) with the greatest voting power of such other
     Person or, if such other Person is a subsidiary of another Person, the
     Person or Persons which ultimately control such first-mentioned Person.

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

                (j) "Exempt Person" shall mean the Company, any Subsidiary (as
     such term is hereinafter defined) of the Company, any employee benefit plan
     of the Company or of any Subsidiary of the Company, any entity or trustee
     holding Common Stock for or pursuant to the terms of any such plan or for
     the purpose of funding any such plan or funding other employee benefits for
     employees of the Company or of any Subsidiary of the Company, or Joseph
     Neubauer or his estate or Affiliates; provided that Joseph Neubauer or his
     estate or Affiliates shall only be deemed to be an Exempt Person for so
     long as he, it or they beneficially own no more than [ ]% (the "Neubauer
     Percentage") of the outstanding shares of Class B Common Stock of the
     Company; provided further, that any equity securities of the Company that
     may be issued, granted or purchased by Mr. Neubauer following the date of
     this Agreement pursuant to any employee benefit plan of the Company or of
     any Subsidiary of the Company shall not be counted for purposes of
     calculating the Neubauer Percentage.

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

                (l) "New York Stock Exchange" shall mean the New York Stock
     Exchange, Inc.

                (m) "Person" shall mean any individual, firm, corporation,
     partnership, limited partnership, business trust, limited liability
     company, unincorporated
<PAGE>

                                                                               5

     association, joint venture, group or other entity, and shall include any
     successor (by merger or otherwise) of such entity.

                (n) "Preferred Stock" shall mean the Series C Preferred Stock,
     par value $.01 per share, of the Company having the rights and preferences
     upon adoption as set forth in the Form of Certificate of Designations
     attached to this Agreement as Exhibit A.

                (o) "Redemption Date" shall have the meaning set forth in
     Section 7 hereof.

                (p) "Securities Act" shall mean the Securities Act of 1933, as
     amended.

                (q) "Stock Acquisition Date" shall mean the first date of public
     announcement (which for purposes of this definition, shall include, without
     limitation, a report filed pursuant to Section 13(d) of the Exchange Act)
     by the Company or an Acquiring Person that an Acquiring Person has become
     such or such earlier date as a majority of the Board of Directors shall
     become aware of the existence of an Acquiring Person.

                (r) "Subsidiary" of any Person shall mean any corporation or
     other entity of which securities or other ownership interests having
     ordinary voting power sufficient to elect a majority of the board of
     directors or other persons performing similar functions are beneficially
     owned, directly or indirectly, by such Person, and any corporation or other
     entity that is otherwise controlled by such Person.

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

     Section 3.  Issue of Right Certificates.

               (a)  Until the earlier of (i) the tenth day after the Stock
          Acquisition Date or (ii) the tenth Business Day (or such later date as
          may be determined by action of the Board of Directors prior to such
          time as any Person becomes an Acquiring Person) after the date of the
          commencement by any Person (other than an Exempt Person) of, or of the
          first public announcement of the intention of such Person (other than
          an Exempt Person) to commence, a tender or exchange offer the
          consummation of which would result in any Person becoming the
          Beneficial Owner of shares of Class B Common Stock aggregating 15% or
          more of the Class
<PAGE>

                                                                               6

          B Common Stock then outstanding (including any such date which is
          after the date of this Agreement and prior to the issuance of the
          Rights; the earlier of such dates being herein referred to as the
          "Distribution Date"); provided, however, that if either of such dates
          occurs after the date of this Agreement and on or prior to the Record
          Date, then the Distribution Date shall be the Record Date, (x) the
          Rights will be evidenced (subject to the provisions of Section 3(b)
          hereof) by the certificates for Common Stock registered in the names
          of the holders thereof, or by a current ownership statement issued
          with respect to uncertificated shares of Common Stock in lieu of such
          a certificate (an "Ownership Statement") and not by separate Right
          Certificates and (y) the Rights will be transferable only in
          connection with the transfer of Common Stock. As soon as practicable
          after the Distribution Date, the Company shall promptly notify the
          Rights Agent of the occurrence thereof and, if the Rights Agent is not
          then also the transfer agent and registrar for the Common Stock,
          provide the Rights Agent with the names and addresses of all record
          holders of Common Stock (together with all other necessary
          information), and the Company will prepare and execute, the Rights
          Agent will countersign and the Company will send or cause to be sent
          (and the Rights Agent will, if requested, send) by first-class,
          insured, postage-prepaid mail, to each record holder of Common Stock
          as of the close of business on the Distribution Date (other than any
          Acquiring Person or any Associate or Affiliate of an Acquiring
          Person), at the address of such holder shown on the records of the
          Company, a Right Certificate, in substantially the form of Exhibit B
          hereto (a "Right Certificate"), evidencing one Right (subject to
          adjustment as provided herein) for each share of Common Stock so held.
          As of the Distribution Date, the Rights will be evidenced solely by
          such Right Certificates.

        (b) (i) On the Record Date, or as soon as practicable thereafter, the
     Company will send a copy of a Summary of Rights to Purchase Shares of
     Preferred Stock, in substantially the form of Exhibit C hereto (the
     "Summary of Rights"), by first-class, postage-prepaid mail, to each record
     holder of Common Stock as of the close of business on the Record Date
     (other than any Acquiring Person or any Associate or Affiliate of any
     Acquiring Person), at the address of such holder shown on the records of
     the Company.

            (ii) With respect to shares of Common Stock represented by
     certificates for Common Stock or Ownership Statements outstanding as of the
     Record Date, until the earliest of the Distribution Date, the Redemption
     Date or the Final Expiration Date, the Rights associated with such shares
     of Common Stock will be evidenced by such certificates or Ownership
     Statements. Until the earlier of the Distribution Date and the Expiration
     Date (as defined below), the surrender for transfer of any certificate for
     shares of Common Stock outstanding on the Record Date, or the transfer of
     any Common Stock represented by an Ownership Statement outstanding on the
     Record Date, in either case with or without a copy of the Summary of
     Rights, shall also, except as otherwise provided
<PAGE>

                                                                               7

     herein, constitute the transfer of the Rights associated with the Common
     Stock represented thereby.

        (c) (i) Certificates or Ownership Statements issued for Common Stock
     (including, without limitation, upon transfer of outstanding Common Stock,
     disposition of Common Stock out of treasury stock or issuance or reissuance
     of Common Stock out of authorized but unissued shares) after the Record
     Date but prior to the earlier of the Distribution Date and the Expiration
     Date (as defined below), shall have impressed on, printed on, written on or
     otherwise affixed to them substantially in the form of the following
     legend:

          This [certificate] [statement] also evidences and entitles the holder
          hereof to certain rights as set forth in a Rights Agreement between
          ARAMARK Worldwide Corporation and Mellon Investor Services LLC, as
          Rights Agent, dated as of , 2001, as the same may be amended from time
          to time (the "Rights Agreement"), the terms of which are hereby
          incorporated herein by reference and a copy of which is on file at the
          principal executive offices of ARAMARK Worldwide Corporation. Under
          certain circumstances, as set forth in the Rights Agreement, such
          Rights will be evidenced by separate certificates and will no longer
          be evidenced by this [certificate] [statement]. ARAMARK Worldwide
          Corporation will mail to the holder of this [certificate] [statement]
          a copy of the Rights Agreement without charge after receipt of a
          written request therefor. Under certain circumstances, as set forth in
          the Rights Agreement, Rights owned by or transferred to any Person who
          becomes an Acquiring Person (as defined in the Rights Agreement) and
          certain transferees thereof will become null and void and will no
          longer be transferable.

     With respect to such certificates or Ownership Statements containing the
     foregoing legend, until the Distribution Date, the Rights associated with
     the Common Stock represented by such certificates or Ownership Statements
     shall be evidenced by such certificates or Ownership Statements alone, and
     the surrender for transfer of any such certificate or the transfer of any
     shares of Common Stock represented by such Ownership Statements, except as
     otherwise provided herein, shall also constitute the transfer of the Rights
     associated with the Common Stock represented thereby.

            (ii) In the event that the Company purchases or otherwise acquires
     any Common Stock after the Record Date but prior to the Distribution Date,
     any Rights associated with such Common Stock shall be deemed cancelled
<PAGE>

                                                                               8

     and retired so that the Company shall not be entitled to exercise any
     Rights associated with the Common Stock which are no longer outstanding.

     Notwithstanding this paragraph (c), the omission of a legend shall not
     affect the enforceability of any part of this Agreement or the rights of
     any holder of the Rights.

     Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate, provided that such marks, legends, summaries and endorsements do
not affect the rights, duties or responsibilities of the Rights Agent and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of the New York Stock Exchange or of any
other stock exchange or automated quotation system on which the Rights may from
time to time be listed, or to conform to usage. Subject to the provisions of
Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders
thereof to purchase such number of one one-thousandths of a share of Preferred
Stock as shall be set forth therein at the price per one one-thousandth of a
share of Preferred Stock set forth therein (the "Purchase Price"), but the
number of such one one-thousandths of a share of Preferred Stock and the
Purchase Price shall be subject to adjustment as provided herein.

     Section 5. Countersignature and Registration.

        (a) The Right Certificates shall be executed on behalf of the Company by
     the Chairman of the Board of Directors, the President, any Executive Vice
     President, any Senior Vice President, the Treasurer or the Comptroller of
     the Company, either manually or by facsimile signature, shall have affixed
     thereto the Company's seal or a facsimile thereof, and shall be attested by
     the Secretary or an Assistant Secretary of the Company, either manually or
     by facsimile signature. The Right Certificates shall be countersigned by
     the Rights Agent, either manually or by facsimile signature, and shall not
     be valid for any purpose unless countersigned. In case any officer of the
     Company who shall have signed any of the Right Certificates, or shall have
     attested the Company's seal thereon, shall cease to be such officer of the
     Company before countersignature by the Rights Agent and issuance and
     delivery by the Company, such Right Certificates, nevertheless, may be
     countersigned by the Rights Agent and issued and delivered by the Company
     with the same force and effect as though the Person who signed such Right
     Certificates, or who attested the Company's seal thereon, had not ceased to
     be such officer of the Company; and any Right Certificate may be signed on
     behalf of the Company, and the Company's seal may be attested, by any
     Person who, at the actual date of the execution of such Right Certificate,
     shall
<PAGE>

                                                                               9

     be a proper officer of the Company to sign such Right Certificate, although
     at the date of the execution of this Agreement any such Person was not such
     an officer.

        (b) Following the Distribution Date, and the receipt by the Rights Agent
     of written notice to that effect and all required information the Rights
     Agent will keep or cause to be kept, at an office designated for such
     purpose, books for registration and transfer of the Right Certificates
     issued hereunder. Such books shall show the names and addresses of the
     respective holders of the Right Certificates, the number of Rights
     evidenced on its face by each of the Right Certificates and the date of
     each of the Right Certificates.

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

        (a) Subject to the provisions of Sections 7(e), 11(a)(ii) and 14 hereof,
     at any time after the close of business on the Distribution Date, and prior
     to the close of business on the earlier of the Redemption Date or the Final
     Expiration Date, any Right Certificate or Right Certificates may be
     transferred, split up, combined or exchanged for another Right Certificate
     or Right Certificates, entitling the registered holder to purchase a like
     number of one one-thousandths of a share of Preferred Stock as the Right
     Certificate or Right Certificates surrendered then entitled such holder to
     purchase. Any registered holder desiring to transfer, split up, combine or
     exchange any Right Certificate or Right Certificates shall make such
     request in writing delivered to the Rights Agent, and shall surrender the
     Right Certificate or Right Certificates to be transferred, split up,
     combined or exchanged at the office of the Rights Agent designated for such
     purpose. Neither the Rights Agent nor the Company shall be obligated to
     take any action whatsoever with respect to the transfer of any such
     surrendered Rights Certificate until the registered holder shall have
     properly completed and signed the certificate contained in the form of
     assignment on the reverse side of such Rights Certificate and shall have
     provided such additional evidence of the identity of the Beneficial Owner
     (or former Beneficial Owner) or Affiliates or Associates thereof as the
     Company or the Rights Agent shall request. Thereupon the Rights Agent shall
     countersign and deliver to the Person entitled thereto a Right Certificate
     or Right Certificates, as the case may be, as so requested. The Company may
     require payment of a sum sufficient to cover any tax or governmental charge
     that may be imposed in connection with any transfer, split up, combination
     or exchange of Right Certificates. The Rights Agent shall have no duty or
     obligation under this Section 6 unless and until it is satisfied that all
     such taxes and/or charges have been paid in full.

        (b) Subject to the provisions of Section 11(a)(ii) hereof, at any time
     after the Distribution Date and prior to the close of business on the
     earlier of the Redemption Date or the Final Expiration Date, upon receipt
     by the Company and the Rights Agent of evidence satisfactory to them of the
     loss, theft, destruction or
<PAGE>

                                                                              10

     mutilation of a Right Certificate, and, in case of loss, theft or
     destruction, of indemnity or security satisfactory to them, and
     reimbursement to the Company and the Rights Agent of all reasonable
     expenses incidental thereto, and upon surrender to the Rights Agent and
     cancellation of the Right Certificate if mutilated, the Company will make
     and deliver a new Right Certificate of like tenor to the Rights Agent for
     delivery to the registered holder in lieu of the Right Certificate so lost,
     stolen, destroyed or mutilated.

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

        (a) Except as otherwise provided herein, the Rights shall become
     exercisable on the Distribution Date, and thereafter the registered holder
     of any Right Certificate may, subject to Section 11(a)(ii) hereof and
     except as otherwise provided herein, exercise the Rights evidenced thereby
     in whole or in part upon surrender of the Right Certificate, with the form
     of election to purchase on the reverse side thereof duly executed, to the
     Rights Agent at the office of the Rights Agent designated for such purpose,
     together with payment of the Purchase Price for each one one-thousandth of
     a share of Preferred Stock as to which the Rights are exercised, at any
     time which is both after the Distribution Date and prior to the earliest
     (the "Expiration Date") of (i) the close of business on [November __], 2011
     (the "Final Expiration Date"), (ii) the time at which the Rights are
     redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii)
     the time at which such Rights are exchanged as provided in Section 24
     hereof.

        (b) The Purchase Price shall be initially $[___] for each one one-
     thousandth of a share of Preferred Stock purchasable upon the exercise of a
     Right. The Purchase Price and the number of one one-thousandths of a share
     of Preferred Stock or other securities or property to be acquired upon
     exercise of a Right shall be subject to adjustment from time to time as
     provided in Sections 11 and 13 hereof and shall be payable in lawful money
     of the United States of America in accordance with paragraph (c) of this
     Section 7.

        (c) Except as otherwise provided herein, upon receipt of a Right
     Certificate representing exercisable Rights, with the form of election to
     purchase duly executed, accompanied by payment of the aggregate Purchase
     Price for the shares of Preferred Stock to be purchased and an amount equal
     to any applicable tax or governmental charge required to be paid by the
     holder of such Right Certificate in accordance with Section 9 hereof, in
     cash or by certified check, cashier's check or money order payable to the
     order of the Company, the Rights Agent shall thereupon promptly (i) (A)
     requisition from any transfer agent of the Preferred Stock or make
     available if the Rights Agent is the transfer agent for the Preferred Stock
     certificates for the number of shares of Preferred Stock to be purchased
     (and the Company hereby irrevocably authorizes its transfer agent to comply
     with all such requests), or (B) requisition from the depositary agent
<PAGE>

                                                                              11

     depositary receipts representing interests in such number of one one-
     thousandths of a share of Preferred Stock as are to be purchased (in which
     case certificates for the Preferred Stock represented by such receipts
     shall be deposited by the transfer agent with the depositary agent) (and
     the Company hereby directs the depositary agent to comply with such
     request), (ii) when necessary to comply with this Agreement, requisition
     from the Company the amount of cash to be paid in lieu of issuance of
     fractional shares in accordance with Section 14 hereof, (iii) promptly
     after receipt of such certificates or depositary receipts, cause the same
     to be delivered to or upon the order of the registered holder of such Right
     Certificate, registered in such name or names as may be designated by such
     holder and (iv) when necessary to comply with this Agreement, after
     receipt, promptly deliver such cash to or upon the order of the registered
     holder of such Right Certificate.

        (d) Except as otherwise provided herein, in case the registered holder
     of any Right Certificate shall exercise less than all the Rights evidenced
     thereby, a new Right Certificate evidencing Rights equivalent to the
     exercisable Rights remaining unexercised shall be issued by the Rights
     Agent to the registered holder of such Right Certificate or to his duly
     authorized assigns, subject to the provisions of Section 14 hereof.

        (e) Notwithstanding anything in this Agreement to the contrary, neither
     the Rights Agent nor the Company shall be obligated to undertake any action
     with respect to a registered holder of Rights upon the occurrence of any
     purported transfer or exercise of Rights pursuant to Section 6 hereof or
     this Section 7 unless such registered holder shall have (i) properly
     completed and signed the certificate contained in the form of assignment or
     election to purchase set forth on the reverse side of the Right Certificate
     surrendered for such transfer or exercise and (ii) provided such additional
     evidence of the identity of the Beneficial Owner (or former Beneficial
     Owner) thereof as the Company or the Rights Agent shall reasonably request.

        (f) Neither the Company nor the Rights Agent shall have any liability to
     any holder of Rights or any other Person as a result of the Company's
     failure to make any determination under this Section 7 or any other section
     with respect to the Acquiring Person or an Affiliate or Associate of an
     Acquiring Person or transferees hereunder.

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

                                                                              12

Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all cancelled Right Certificates to the Company, or shall, at the written
request of the Company, destroy, or cause to be destroyed, such cancelled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

     Section 9. Availability of Shares of Preferred Stock.

        (a) The Company covenants and agrees that it will cause to be reserved
     and kept available out of its authorized and unissued shares of Preferred
     Stock or any shares of Preferred Stock held in its treasury, the number of
     shares of Preferred Stock that will be sufficient to permit the exercise in
     full of all outstanding Rights.

        (b) So long as the shares of Preferred Stock (and, following the time
     that a Person becomes an Acquiring Person, shares of Common Stock and other
     securities) issuable upon the exercise of Rights may be listed or admitted
     to trading on the New York Stock Exchange or listed on any other national
     securities exchange or quotation system, the Company shall use its best
     efforts to cause, from and after such time as the Rights become
     exercisable, all shares reserved for such issuance to be listed or admitted
     to trading on the New York Stock Exchange or listed on any other exchange
     or quotation system upon official notice of issuance upon such exercise.

        (c) From and after such time as the Rights become exercisable, the
     Company shall use its best efforts, if then necessary to permit the
     issuance of shares of Preferred Stock (and following the time that a Person
     first becomes an Acquiring Person, shares of Common Stock and other
     securities) upon the exercise of Rights, to register and qualify such
     shares of Preferred Stock (and following the time that a Person first
     becomes an Acquiring Person, shares of Common Stock and other securities)
     under the Securities Act and any applicable state securities or "Blue Sky"
     laws (to the extent exemptions therefrom are not available), cause such
     registration statement and qualifications to become effective as soon as
     possible after such filing and keep such registration and qualifications
     effective until the earlier of the date as of which the Rights are no
     longer exercisable for such securities and the Final Expiration Date. The
     Company may temporarily suspend, for a period of time not to exceed 90
     days, the exercisability of the Rights in order to prepare and file a
     registration statement under the Securities Act and permit it to become
     effective. Upon any such suspension, the Company shall promptly notify the
     Rights Agent thereof and issue a public announcement (with prompt notice
     thereof to the Rights Agent) stating that the exercisability of the Rights
     has been temporarily suspended, as well as a public announcement at such
     time as the suspension is no longer in effect (with prompt written notice
     thereof to the Rights Agent). Notwithstanding any provision of this
     Agreement to the contrary, the Rights shall not be exercisable in any
     jurisdiction unless the requisite qualification in such jurisdiction, if
     any, shall
<PAGE>

                                                                              13

     have been obtained and until a registration statement under the Securities
     Act (if required) shall have been declared effective.

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

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

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

     Section 11. Adjustment of Purchase Price, Number of Shares and Number of
Rights. The Purchase Price, the number of shares of Preferred Stock or other
<PAGE>

                                                                              14

securities or property purchasable upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.

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

                (ii) Subject to Section 24 of this Agreement and except as
        otherwise provided in this Section 11(a)(ii), in the event any Person
        becomes an Acquiring Person, each holder of a Right shall thereafter
        have the right to receive, upon exercise thereof at a price equal to the
        then current Purchase Price immediately prior to the Person becoming an
        Acquiring Person multiplied by the number of one one-thousandths of a
        share of Preferred Stock for which a Right is then exercisable, in
        accordance with the terms of this Agreement and in lieu of shares of
        Preferred Stock, such number of shares of Class A Common Stock or Class
        B Common Stock, as the case may be, (or at the option of the Company,
        such number of one one-thousandths of shares of Preferred Stock) as
        shall equal the result obtained by (x) multiplying the then current
        Purchase Price by the number of one one-thousandths of a share of
        Preferred Stock for which a Right is then exercisable and dividing that
        product by (y) 50% of the then current per share market price of the
        Company's Class B Common Stock (determined pursuant to Section 11(d)
        hereof) on the date of the occurrence of such event; provided, however,
        that the Purchase Price and the number of shares of Common Stock so
        receivable upon exercise of a Right shall thereafter be subject to
        further
<PAGE>

                                                                              15

        adjustment as appropriate in accordance with Section 11(f) hereof. Each
        holder of a Right associated with the Class A Common Stock shall receive
        Class A Common Stock and each holder of a Right associated with the
        Class B Common Stock shall receive Class B Common Stock upon exercise
        thereof pursuant to this Section 11(a)(ii). Notwithstanding anything in
        this Agreement to the contrary, however, from and after the time (the
        "invalidation time") when any Person first becomes an Acquiring Person,
        any Rights that are beneficially owned by (x) any Acquiring Person (or
        any Affiliate or Associate of any Acquiring Person), (y) a transferee of
        any Acquiring Person (or any such Affiliate or Associate) who becomes a
        transferee after the invalidation time or (z) a transferee of any
        Acquiring Person (or any such Affiliate or Associate) who became a
        transferee prior to or concurrently with the invalidation time pursuant
        to either (I) a transfer from the Acquiring Person to holders of its
        equity securities or to any Person with whom it has any continuing
        agreement, arrangement or understanding regarding the transferred Rights
        or (II) a transfer which the Board of Directors has determined is part
        of a plan, arrangement or understanding which has the purpose or effect
        of avoiding the provisions of this paragraph, and subsequent transferees
        of such Persons, shall be null and void without any further action and
        any holder of such Rights shall thereafter have no rights whatsoever
        with respect to such Rights under any provision of this Agreement. The
        Company shall use all reasonable efforts to ensure that the provisions
        of this Section 11(a)(ii) are complied with, but neither the Company nor
        the Rights Agent shall have any liability to any holder of Right
        Certificates or other Person as a result of the Company's failure to
        make any determinations with respect to an Acquiring Person or its
        Affiliates, Associates or transferees hereunder. From and after the
        invalidation time, no Right Certificate shall be issued pursuant to
        Section 3 or Section 6 hereof that represents Rights that are or have
        become null and void pursuant to the provisions of this paragraph, and
        any Right Certificate delivered to the Rights Agent that represents
        Rights that are or have become null and void pursuant to the provisions
        of this paragraph shall be cancelled. From and after the occurrence of
        an event specified in Section 13(a) hereof, any Rights that theretofore
        have not been exercised pursuant to this Section 11(a)(ii) shall
        thereafter be exercisable only in accordance with Section 13 and not
        pursuant to this Section 11(a)(ii).

                (iii) The Company may at its option substitute for a share of
        Common Stock issuable upon the exercise of Rights in accordance with the
        foregoing subparagraph (ii) such number or fractions of shares of
        Preferred Stock having an aggregate current market value equal to the
        current per share market price of a share of Common Stock. In the event
        that there shall not be sufficient shares of Common Stock issued but not
<PAGE>

                                                                              16

        outstanding or authorized but unissued to permit the exercise in full of
        the Rights in accordance with the foregoing subparagraph (ii), the Board
        of Directors shall, to the extent permitted by applicable law and any
        material agreements then in effect to which the Company is a party (A)
        determine the excess of (1) the value of the shares of Common Stock
        issuable upon the exercise of a Right in accordance with the foregoing
        subparagraph (ii) (the "Current Value") over (2) the then current
        Purchase Price multiplied by the number of one one-thousandths of shares
        of Preferred Stock for which a Right was exercisable immediately prior
        to the time that the Acquiring Person became such (such excess, the
        "Spread"), and (B) with respect to each Right (other than Rights which
        have become null and void pursuant to Section 11(a)(ii)), make adequate
        provision to substitute for the shares of Common Stock issuable in
        accordance with subparagraph (ii) upon exercise of the Right and payment
        of the applicable Purchase Price, (1) cash, (2) a reduction in the
        Purchase Price, (3) shares of Preferred Stock or other equity securities
        of the Company (including, without limitation, shares or fractions of
        shares of preferred stock which, by virtue of having dividend and
        liquidation rights substantially comparable to those of the shares of
        Common Stock, are deemed in good faith by the Board of Directors to have
        substantially the same value as the shares of Common Stock (such shares
        of Preferred Stock and shares or fractions of shares of preferred stock
        are hereinafter referred to as "Common Stock Equivalents")), (4) debt
        securities of the Company, (5) other assets or (6) any combination of
        the foregoing, having a value which, when added to the value of the
        shares of Common Stock actually issued upon exercise of such Right,
        shall have an aggregate value equal to the Current Value (less the
        amount of any reduction in the Purchase Price), where such aggregate
        value has been determined by the Board of Directors upon the advice of a
        nationally recognized investment banking firm selected in good faith by
        the Board of Directors; provided, however, if the Company shall not make
        adequate provision to deliver value pursuant to clause (B) above within
        thirty (30) days following the date that the Acquiring Person became
        such (the "Section 11(a)(ii) Trigger Date"), then the Company shall be
        obligated to deliver, to the extent permitted by applicable law and any
        material agreements then in effect to which the Company is a party, upon
        the surrender for exercise of a Right and without requiring payment of
        the Purchase Price, shares of Common Stock (to the extent available),
        and then, if necessary, such number or fractions of shares of Preferred
        Stock (to the extent available) and then, if necessary, cash, which
        shares and/or cash have an aggregate value equal to the Spread. If, upon
        the date any Person becomes an Acquiring Person, the Board of Directors
        shall determine in good faith that it is likely that sufficient
        additional shares of Common Stock should be authorized for issuance upon
        exercise in full of the Rights, then, if the Board of Directors so
        elects, the thirty (30) day
<PAGE>

                                                                              17

        period set forth above may be extended to the extent necessary, but not
        more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in
        order that the Company may seek stockholder approval for the
        authorization of such additional shares (such thirty (30) day period, as
        it may be extended, is herein called the "Substitution Period"). To the
        extent that the Company determines that some action need be taken
        pursuant to the second and/or third sentence of this Section 11(a)(iii),
        the Company (x) shall provide, subject to Section 11(a)(ii) hereof and
        the last sentence of this Section 11(a)(iii) hereof, that such action
        shall apply uniformly to all outstanding Rights (other than those held
        by an Acquiring Person or his transferee) and (y) may suspend the
        exercisability of the Rights until the expiration of the Substitution
        Period in order to seek any authorization of additional shares and/or to
        decide the appropriate form of distribution to be made pursuant to such
        second sentence and to determine the value thereof. In the event of any
        such suspension, the Company shall issue a public announcement stating
        that the exercisability of the Rights has been temporarily suspended, as
        well as a public announcement at such time as the suspension is no
        longer in effect, in each case with prompt written notice thereof to the
        Rights Agent. For purposes of this Section 11(a)(iii), the value of the
        shares of Class B Common Stock shall be the current per share market
        price (as determined pursuant to Section 11(d)(i)) on the Section
        11(a)(ii) Trigger Date and the per share or fractional value of any
        "Common Stock Equivalent" shall be deemed to equal the current per share
        market price of the Class B Common Stock. The Board of Directors of the
        Company may, but shall not be required to, establish procedures to
        allocate the right to receive shares of Common Stock upon the exercise
        of the Rights among holders of Rights pursuant to this Section
        11(a)(iii).

        (b) In case the Company shall fix a record date for the issuance of
     rights, options or warrants to all holders of Preferred Stock entitling
     them (for a period expiring within 45 calendar days after such record date)
     to subscribe for or purchase Preferred Stock (or shares having the same
     rights, privileges and preferences as the Preferred Stock ("equivalent
     preferred shares")) or securities convertible into Preferred Stock or
     equivalent preferred shares at a price per share of Preferred Stock or
     equivalent preferred shares (or having a conversion price per share, if a
     security convertible into shares of Preferred Stock or equivalent preferred
     shares) less than the then current per share market price of the Preferred
     Stock (determined pursuant to Section 11(d) hereof) on such record date,
     the Purchase Price to be in effect after such record date shall be
     determined by multiplying the Purchase Price in effect immediately prior to
     such record date by a fraction, the numerator of which shall be the number
     of shares of Preferred Stock and equivalent preferred shares outstanding on
     such record date plus the number of shares of Preferred Stock and
     equivalent preferred shares which the aggregate offering price of the total
     number of shares of Preferred Stock and/or
<PAGE>

                                                                              18

     equivalent preferred shares so to be offered (and/or the aggregate initial
     conversion price of the convertible securities so to be offered) would
     purchase at such current market price, and the denominator of which shall
     be the number of shares of Preferred Stock and equivalent preferred shares
     outstanding on such record date plus the number of additional shares of
     Preferred Stock and/or equivalent preferred shares to be offered for
     subscription or purchase (or into which the convertible securities so to be
     offered are initially convertible); provided, however, that in no event
     shall the consideration to be paid upon the exercise of one Right be less
     than the aggregate par value of the shares of capital stock of the Company
     issuable upon exercise of one Right (so long as Delaware law continues to
     require par value to be paid so that shares are fully paid). In case such
     subscription price may be paid in a consideration part or all of which
     shall be in a form other than cash, the value of such consideration shall
     be as determined in good faith by the Board of Directors of the Company,
     whose determination shall be described in a reasonably detailed statement
     filed with the Rights Agent and which should be conclusive for all
     purposes. Shares of Preferred Stock and equivalent preferred shares owned
     by or held for the account of the Company shall not be deemed outstanding
     for the purpose of any such computation. Such adjustment shall be made
     successively whenever such a record date is fixed; and in the event that
     such rights, options or warrants are not so issued, the Purchase Price
     shall be adjusted to be the Purchase Price which would then be in effect if
     such record date had not been fixed.

        (c) In case the Company shall fix a record date for the making of a
     distribution to all holders of the Preferred Stock (including any such
     distribution made in connection with a consolidation or merger in which the
     Company is the continuing or surviving corporation) of evidences of
     indebtedness or assets (other than a regular cash dividend or a dividend
     payable in Preferred Stock) or subscription rights or warrants (excluding
     those referred to in Section 11(b) hereof), the Purchase Price to be in
     effect after such record date shall be determined by multiplying the
     Purchase Price in effect immediately prior to such record date by a
     fraction, the numerator of which shall be the then current per share market
     price of the Preferred Stock (determined pursuant to Section 11(d) hereof)
     on such record date, less the fair market value (as determined in good
     faith by the Board of Directors of the Company whose determination shall be
     described in a reasonably detailed statement filed with the Rights Agent
     and which shall be conclusive for all purposes) of the portion of the
     assets or evidences of indebtedness so to be distributed or of such
     subscription rights or warrants applicable to one share of Preferred Stock,
     and the denominator of which shall be such current per share market price
     (determined pursuant to Section 11(d) hereof) of the Preferred Stock;
     provided, however, that in no event shall the consideration to be paid upon
     the exercise of one Right be less than the aggregate par value of the
     shares of capital stock of the Company to be issued upon exercise of one
     Right.  Such adjustments shall be made successively whenever such a
<PAGE>

                                                                              19

     record date is fixed; and in the event that such distribution is not so
     made, the Purchase Price shall again be adjusted to be the Purchase Price
     which would then be in effect if such record date had not been fixed.

        (d) (i) Except as otherwise provided herein, for the purpose of any
     computation hereunder, the "current per share market price" of any security
     (a "Security" for the purpose of this Section 11(d)(i)) on any date shall
     be deemed to be the average of the daily closing prices per share of such
     Security for the 30 consecutive Trading Days (as such term is hereinafter
     defined) immediately prior to but not including such date; provided,
     however, that in the event that the current per share market price of the
     Security is determined during a period following the announcement by the
     issuer of such Security of (A) a dividend or distribution on such Security
     payable in shares of such Security or securities convertible into such
     shares, or (B) any subdivision, combination or reclassification of such
     Security, and prior to the expiration of 30 Trading Days after but not
     including the ex-dividend date for such dividend or distribution, or the
     record date for such subdivision, combination or reclassification, then,
     and in each such case, the current per share market price shall be
     appropriately adjusted to reflect the current market price per share
     equivalent of such Security.  The closing price for each day shall be the
     last sale price, regular way, or, in case no such sale takes place on such
     day, the average of the closing bid and asked prices, regular way, in
     either case as reported by the principal consolidated transaction reporting
     system with respect to securities listed or admitted to trading on the New
     York Stock Exchange or, if the Security is not listed or admitted to
     trading on the New York Stock Exchange, as reported in the principal
     consolidated transaction reporting system with respect to securities listed
     on the principal national securities exchange on which the Security is
     listed or admitted to trading or, if the Security is not listed or admitted
     to trading on any national securities exchange, the last quoted price or,
     if not so quoted, the average of the high bid and low asked prices in the
     over-the-counter market, as reported by the National Association of
     Securities Dealers, Inc. Automated Quotations System "NASDAQ" or such other
     system then in use, or, if on any such date the Security is not quoted by
     any such organization, the average of the closing bid and asked prices as
     furnished by a professional market maker making a market in the Security
     selected by the Board of Directors of the Company.  The term "Trading Day"
     shall mean a day on which the principal national securities exchange on
     which the Security is listed or admitted to trading is open for the
     transaction of business or, if the Security is not listed or admitted to
     trading on any national securities exchange, a Business Day.

                (ii) For the purpose of any computation hereunder, if the
        Preferred Stock is publicly traded, the "current per share market price"
        of the Preferred Stock shall be determined in accordance with the method
        set forth in Section 11(d)(i). If the Preferred Stock is not publicly
        traded but
<PAGE>

                                                                              20

        the Class B Common Stock is publicly traded, the "current per share
        market price" of the Preferred Stock shall be conclusively deemed to be
        the current per share market price of the Class B Common Stock as
        determined pursuant to Section 11(d)(i) multiplied by one thousand
        (appropriately adjusted to reflect any stock split, stock dividend or
        similar transaction occurring after the date hereof). If neither the
        Class B Common Stock nor the Preferred Stock is publicly traded,
        "current per share market price" shall mean the fair value per share as
        determined in good faith by the Board of Directors of the Company, whose
        determination shall be described in a reasonably detailed statement
        filed with the Rights Agent and which shall be conclusive for all
        purposes.

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

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

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

        (h) Unless the Company shall have exercised its election as provided in
     Section 11(i), upon each adjustment of the Purchase Price as a result of
     the calculations made in Sections 11(b) and (c), each Right outstanding
     immediately prior to the making of such adjustment shall thereafter
     evidence the right to
<PAGE>

                                                                              21

     purchase, at the adjusted Purchase Price, that number of one one-
     thousandths of a share of Preferred Stock (calculated to the nearest one-
     thousandth of a share of Preferred Stock) obtained by (i) multiplying (x)
     the number of one one-thousandths of a share covered by a Right immediately
     prior to such adjustment by (y) the Purchase Price in effect immediately
     prior to such adjustment of the Purchase Price and (ii) dividing the
     product so obtained by the Purchase Price in effect immediately after such
     adjustment of the Purchase Price.

        (i) The Company may elect on or after the date of any adjustment of the
     Purchase Price to adjust the number of Rights, in substitution for any
     adjustment in the number of one one-thousandths of a share of Preferred
     Stock purchasable upon the exercise of a Right. Each of the Rights
     outstanding after such adjustment of the number of Rights shall be
     exercisable for the number of one one-thousandths of a share of Preferred
     Stock for which a Right was exercisable immediately prior to such
     adjustment. Each Right held of record prior to such adjustment of the
     number of Rights shall become that number of Rights (calculated to the
     nearest one-thousandth) obtained by dividing the Purchase Price in effect
     immediately prior to adjustment of the Purchase Price by the Purchase Price
     in effect immediately after adjustment of the Purchase Price. The Company
     shall make a public announcement (with prompt written notice thereof to the
     Rights Agent) of its election to adjust the number of Rights, indicating
     the record date for the adjustment, and, if known at the time, the amount
     of the adjustment to be made. This record date may be the date on which the
     Purchase Price is adjusted or any day thereafter, but, if the Right
     Certificates have been issued, shall be at least 10 days later than the
     date of the public announcement. If Right Certificates have been issued,
     upon each adjustment of the number of Rights pursuant to this Section
     11(i), the Company may, as promptly as practicable, cause to be distributed
     to holders of record of Right Certificates on such record date Right
     Certificates evidencing, subject to Section 14 hereof, the additional
     Rights to which such holders shall be entitled as a result of such
     adjustment, or, at the option of the Company, shall cause to be distributed
     to such holders of record in substitution and replacement for the Right
     Certificates held by such holders prior to the date of adjustment, and upon
     surrender thereof, if required by the Company, new Right Certificates
     evidencing all the Rights to which such holders shall be entitled after
     such adjustment. Right Certificates so to be distributed shall be issued,
     executed and countersigned in the manner provided for herein and shall be
     registered in the names of the holders of record of Right Certificates on
     the record date specified in the public announcement.

        (j) Irrespective of any adjustment or change in the Purchase Price or
     the number of one one-thousandths of a share of Preferred Stock issuable
     upon the exercise of the Rights, the Right Certificates theretofore and
     thereafter issued may continue to express the Purchase Price and the number
     of one
<PAGE>

                                                                              22

     one-thousandths of a share of Preferred Stock which were expressed in the
     initial Right Certificates issued hereunder.

        (k) Before taking any action that would cause an adjustment reducing the
     Purchase Price below the then par value, if any, of the Preferred Stock or
     other shares of capital stock issuable upon exercise of the Rights, the
     Company shall take any corporate action which may, in the opinion of its
     counsel, be necessary in order that the Company may validly and legally
     issue fully paid and nonassessable shares of Preferred Stock or other such
     shares at such adjusted Purchase Price.

        (l) In any case in which this Section 11 shall require that an
     adjustment in the Purchase Price be made effective as of a record date for
     a specified event, the Company may elect to defer, with prompt written
     notice thereof to the Rights Agent, until the occurrence of such event the
     issuing to the holder of any Right exercised after such record date of the
     Preferred Stock and other capital stock or securities of the Company, if
     any, issuable upon such exercise over and above the Preferred Stock and
     other capital stock or securities of the Company, if any, issuable upon
     such exercise on the basis of the Purchase Price in effect prior to such
     adjustment; provided, however, that the Company shall deliver to such
     holder a due bill or other appropriate instrument evidencing such holder's
     right to receive such additional shares upon the occurrence of the event
     requiring such adjustment.

        (m) Anything in this Section 11 to the contrary notwithstanding, the
     Company shall be entitled to make such reductions in the Purchase Price, in
     addition to those adjustments expressly required by this Section 11, as and
     to the extent that it in its sole discretion shall determine to be
     advisable in order that any consolidation or subdivision of the Preferred
     Stock, issuance wholly for cash of any shares of Preferred Stock at less
     than the current market price, issuance wholly for cash or Preferred Stock
     of securities which by their terms are convertible into or exchangeable for
     Preferred Stock, dividends on Preferred Stock payable in shares of
     Preferred Stock or issuance of rights, options or warrants referred to
     hereinabove in Section 11(b), hereafter made by the Company to holders of
     its Preferred Stock shall not be taxable to such stockholders.

        (n) Anything in this Agreement to the contrary notwithstanding, in the
     event that at any time after the date of this Agreement and prior to the
     Distribution Date, the Company shall (i) declare or pay any dividend on the
     Common Stock payable in Common Stock or (ii) effect a subdivision,
     combination or consolidation of the Common Stock (by reclassification or
     otherwise other than by payment of a dividend payable in Common Stock) into
     a greater or lesser number of Common Stock, then in any such case, the
     number of Rights associated with each share of Common Stock then
     outstanding, or issued
<PAGE>

                                                                              23

     or delivered thereafter, shall be proportionately adjusted so that the
     number of Rights thereafter associated with each share of Common Stock
     following any such event shall equal the result obtained by multiplying the
     number of Rights associated with each share of Common Stock immediately
     prior to such event by a fraction the numerator of which shall be the total
     number of shares of Common Stock outstanding immediately prior to the
     occurrence of the event and the denominator of which shall be the total
     number of shares of Common Stock outstanding immediately following the
     occurrence of such event. The adjustments provided for in this Section
     11(n) shall be made successively (but without duplication) whenever such a
     dividend is declared or paid or such subdivision, combination or
     consolidation is effected.

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

     Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment,
and a brief, reasonably detailed statement of the facts, methodology and
computations accounting for such adjustment, (b) file with the Rights Agent and
with each transfer agent for the Common Stock or the Preferred Stock a copy of
such certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof (if so required under Section
25 hereof). The Rights Agent shall be fully protected and authorized in relying
on any such certificate and on any adjustment therein contained, and shall have
no duty or liability with respect to, and shall not be deemed to have knowledge
of, any such adjustment unless and until it shall have received such a
certificate.

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

        (a) In the event, directly or indirectly, at any time after any Person
     has become an Acquiring Person, (i) the Company shall consolidate with or
     merge with and into any other Person, (ii) any Person shall merge with and
     into the Company and the Company shall be the surviving corporation of such
     merger and, in connection with such merger, all or part of the Common Stock
     shall be changed into or exchanged for stock or other securities of any
     other Person (or of the Company) or cash or any other property, or (iii)
     the Company shall sell or otherwise transfer (or one or more of its
     Subsidiaries shall sell or otherwise transfer), in one or more
     transactions, assets or earning power aggregating 50% or more of the assets
     or earning power of the Company and its Subsidiaries (taken as a whole) to
     any other Person (other than the Company or one or more of its
<PAGE>

                                                                              24

     wholly-owned Subsidiaries), then upon the first occurrence of such event,
     proper provision shall be made so that: (A) each holder of record of a
     Right (other than Rights which have become null and void pursuant to
     Section 11(a)(ii)) shall thereafter have the right to receive, upon the
     exercise thereof at a price equal to the then current Purchase Price
     multiplied by the number of one one thousandths of a share of Preferred
     Stock for which a Right was exercisable (whether or not such Right was then
     exercisable) immediately prior to the time that any Person first became an
     Acquiring Person (each as subsequently adjusted pursuant to Sections
     11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with
     the terms of this Agreement and in lieu of shares of Preferred Stock or
     Common Stock of the Company, such number of validly issued, fully paid and
     non-assessable and freely tradeable shares of Common Stock of the Principal
     Party (as defined herein) not subject to any liens, encumbrances, rights of
     first refusal or other adverse claims, as shall be equal to the result
     obtained by (1) multiplying the then current Purchase Price by the number
     of one one thousandths of a share of Preferred Stock for which a Right was
     exercisable immediately prior to the time that any Person first became an
     Acquiring Person (as subsequently adjusted thereafter pursuant to Sections
     11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing
     that product by 50% of the then current per share market price of the
     Common Stock of such Principal Party (determined pursuant to Section
     11(d)(i) hereof) on the date of consummation of such consolidation, merger,
     sale or transfer; provided, that the Purchase Price (as theretofore
     adjusted pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i)
     and 11(m)) and the number of shares of Common Stock of such Principal Party
     issuable upon exercise of each Right shall be further adjusted as provided
     in Section 11(f) of this Agreement to reflect any events occurring in
     respect of such Principal Party after the date of such consolidation,
     merger, sale or transfer; (B) such Principal Party shall thereafter be
     liable for, and shall assume, by virtue of such consolidation, merger, sale
     or transfer, all the obligations and duties of the Company pursuant to this
     Agreement; (C) the term "Company" shall thereafter be deemed to refer to
     such Principal Party; and (D) such Principal Party shall take such steps
     (including, but not limited to, the reservation of a sufficient number of
     its shares of Common Stock in accordance with Section 9 hereof) in
     connection with such consummation of any such transaction as may be
     necessary to assure that the provisions hereof shall thereafter be
     applicable, as nearly as reasonably may be, in relation to the shares of
     its Common Stock thereafter deliverable upon the exercise of the Rights;
     provided, that, upon the subsequent occurrence of any consolidation,
     merger, sale or transfer of assets or other extraordinary transaction in
     respect of such Principal Party, each holder of a Right shall thereupon be
     entitled to receive, upon exercise of a Right and payment of the Purchase
     Price as provided in this Section 13(a), such cash, shares, rights,
     warrants and other property which such holder would have been entitled to
     receive had such holder, at the time of such transaction, owned the Common
     Stock of the Principal Party receivable upon the exercise of a Right
     pursuant to this Section 13(a), and such
<PAGE>

                                                                              25

     Principal Party shall take such steps (including, but not limited to,
     reservation of shares of stock) as may be necessary to permit the
     subsequent exercise of the Rights in accordance with the terms hereof for
     such cash, shares, rights, warrants and other property.

        (b) "Principal Party" shall mean

                (i) in the case of any transaction described in clauses (i) or
        (ii) of the first sentence of Section 13(a) hereof: (A) the Person that
        is the issuer of the securities into which the shares of Common Stock
        are converted in such merger or consolidation, or, if there is more than
        one such issuer, the issuer the shares of Common Stock of which have the
        greatest aggregate market value of shares outstanding, or (B) if no
        securities are so issued, (x) the Person that is the other party to the
        merger, if such Person survives said merger, or, if there is more than
        one such Person, the Person the shares of Common Stock of which have the
        greatest aggregate market value of shares outstanding or (y) if the
        Person that is the other party to the merger does not survive the
        merger, the Person that does survive the merger (including the Company
        if it survives) or (z) the Person resulting from the consolidation; and

                (ii) in the case of any transaction described in clause (iii) of
        the first sentence in Section 13(a) hereof, the Person that is the party
        receiving the greatest portion of the assets or earning power
        transferred pursuant to such transaction or transactions, or, if each
        Person that is a party to such transaction or transactions receives the
        same portion of the assets or earning power so transferred or if the
        Person receiving the greatest portion of the assets or earning power
        cannot be determined, whichever of such Persons as is the issuer of
        Common Stock having the greatest aggregate market value of shares
        outstanding;

     provided, however, that in any such case described in the foregoing clause
     (b)(i) or (b)(ii), if the Common Stock of such Person is not at such time
     or has not been continuously over the preceding 12-month period registered
     under Section 12 of the Exchange Act, then (1) if such Person is a direct
     or indirect Subsidiary of another Person the Common Stock of which is and
     has been so registered, the term "Principal Party" shall refer to such
     other Person, or (2) if such Person is a Subsidiary, directly or
     indirectly, of more than one Person, the Common Stock of all of which is
     and has been so registered, the term "Principal Party" shall refer to
     whichever of such Persons is the issuer of Common Stock having the greatest
     aggregate market value of shares outstanding, or (3) if such Person is
     owned, directly or indirectly, by a joint venture formed by two or more
     Persons that are not owned, directly or indirectly, by the same Person, the
     rules set forth in clauses (1) and (2) above shall apply to each of the
     owners having an interest in the venture as if the Person owned by the
     joint venture was a Subsidiary of both or all
<PAGE>

                                                                              26

     of such joint venturers, and the Principal Party in each such case shall
     bear the obligations set forth in this Section 13 in the same ratio as its
     interest in such Person bears to the total of such interests.

        (c) The Company shall not consummate any consolidation, merger, sale or
     transfer referred to in Section 13(a) hereof unless prior thereto the
     Company and the Principal Party involved therein shall have executed and
     delivered to the Rights Agent an agreement confirming that the requirements
     of Sections 13(a) and (b) hereof shall promptly be performed in accordance
     with their terms and that such consolidation, merger, sale or transfer of
     assets shall not result in a default by the Principal Party under this
     Agreement as the same shall have been assumed by the Principal Party
     pursuant to Sections 13(a) and (b) hereof and providing that, as soon as
     practicable after executing such agreement pursuant to this Section 13, the
     Principal Party will:

                (i) prepare and file a registration statement under the
             Securities Act, if necessary, with respect to the Rights and the
             securities purchasable upon exercise of the Rights on an
             appropriate form, use its best efforts to cause such registration
             statement to become effective as soon as practicable after such
             filing and use its best efforts to cause such registration
             statement to remain effective (with a prospectus at all times
             meeting the requirements of the Securities Act) until the Final
             Expiration Date, and similarly comply with applicable state
             securities laws;

                (ii) use its best efforts, if the Common Stock of the Principal
             Party shall be listed or admitted to trading on the New York Stock
             Exchange or on another national securities exchange, to list or
             admit to trading (or continue the listing of) the Rights and the
             securities purchasable upon exercise of the Rights on the New York
             Stock Exchange or such securities exchange, or, if the Common Stock
             of the Principal Party shall not be listed or admitted to trading
             on the New York Stock Exchange or a national securities exchange,
             to cause the Rights and the securities receivable upon exercise of
             the Rights to be reported by such other system then in use;

                (iii) deliver to holders of the Rights historical financial
             statements for the Principal Party which comply in all respects
             with the requirements for registration on Form 10 (or any successor
             form) under the Exchange Act; and

                (iv) obtain waivers of any rights of first refusal or preemptive
             rights in respect of the Common Stock of the Principal Party
             subject to purchase upon exercise of outstanding Rights.
<PAGE>

                                                                              27

        (d)  In case the Principal Party has provision in any of its authorized
     securities or in its certificate of incorporation or by-laws or other
     instrument governing its corporate affairs, which provision would have the
     effect of (i) causing such Principal Party to issue (other than to holders
     of Rights pursuant to this Section 13), in connection with, or as a
     consequence of, the consummation of a transaction referred to in this
     Section 13, shares of Common Stock of such Principal Party at less than the
     then current market price per share thereof (determined pursuant to Section
     11(d) hereof) or securities exercisable for, or convertible into, Common
     Stock of such Principal Party at less than such then current market price,
     or (ii) providing for any special payment, tax or similar provision in
     connection with the issuance of the Common Stock of such Principal Party
     pursuant to the provisions of Section 13, then, in such event, the Company
     hereby agrees with each holder of Rights that it shall not consummate any
     such transaction unless prior thereto the Company and such Principal Party
     shall have executed and delivered to the Rights Agent a supplemental
     agreement providing that the provision in question of such Principal Party
     shall have been cancelled, waived or amended, or that the authorized
     securities shall be redeemed, so that the applicable provision will have no
     effect in connection with, or as a consequence of, the consummation of the
     proposed transaction.

        (e) The Company covenants and agrees that it shall not, at any time
     after a Person first becomes an Acquiring Person, enter into any
     transaction of the type contemplated by clauses (i), (ii) or (iii) of
     Section 13(a) hereof if (x) at the time of or immediately after such
     consolidation, merger, sale, transfer or other transaction there are any
     rights, warrants or other instruments or securities outstanding or
     agreements in effect which would substantially diminish or otherwise
     eliminate the benefits intended to be afforded by the Rights, (y) prior to,
     simultaneously with or immediately after such consolidation, merger, sale,
     transfer of other transaction, the stockholders of the Person who
     constitutes, or would constitute, the Principal Party for purposes of
     Section 13(a) hereof shall have received a distribution of Rights
     previously owned by such Person or any of its Affiliates or Associates or
     (z) the form or nature of organization of the Principal Party would
     preclude or limit the exercisability of the Rights.

     Section 14. Fractional Rights and Fractional Shares.

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

                                                                              28

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

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

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

        (d) Whenever a payment for fractional Rights or fractional shares is to
     be made by the Rights Agent, the Company shall (i) promptly prepare and
     deliver
<PAGE>

                                                                              29

     to the Rights Agent a certificate setting forth in reasonable detail the
     facts related to such payment and the prices and/or formulas utilized in
     calculating such payments, and (ii) provide sufficient monies to the Rights
     Agents in the form of fully collected funds to make such payments. The
     Rights Agent shall be fully protected in relying upon such a certificate
     and shall have no duty with respect to, and shall not be deemed to have
     knowledge of any payment for fractional Rights or fractional shares under
     any Section of this Agreement relating to the payment of fractional Rights
     or fractional shares unless and until the Rights agent have received such a
     certificate and sufficient monies.

     Section 15. Rights of Action. All rights of action in respect of this
Agreement, excepting the rights of action expressly given to the Rights Agent
hereunder, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Stock), on his own behalf and for his own
benefit, may enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Right Certificate (or, prior to
the Distribution Date, such Common Stock) in the manner provided in such Right
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of, the obligations of any Person subject to this Agreement.

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

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

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

        (c) the Company and the Rights Agent may deem and treat the Person in
     whose name the Right Certificate (or, prior to the Distribution Date, the
     Common Stock certificate or Ownership Statement) is registered as the
     absolute owner thereof and of the Rights evidenced thereby (notwithstanding
     any notations of ownership or writing on the Right Certificates or the
     Common Stock certificate or Ownership Statement made by anyone other than
     the Company or the Rights
<PAGE>

                                                                              30

     Agent) for all purposes whatsoever, and neither the Company nor the Rights
     Agent shall be affected by any notice to the contrary; and

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

     Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder,
as such, of any Right Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a 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 this Agreement), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by such Right
Certificate shall have been exercised in accordance with the provisions hereof.

     Section 18. Concerning the Rights Agent.

        (a) The Company agrees to pay to the Rights Agent reasonable
     compensation for all services rendered by it hereunder and, from time to
     time, on demand of the Rights Agent, its reasonable expenses and counsel
     fees and other disbursements incurred in the preparation, delivery,
     amendment, administration or 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, damage, judgment, fine, penalty, claim, demand, settlement, cost
     or expense, incurred without gross negligence, bad faith or willful
     misconduct (as finally determined by a court of competent jurisdiction) on
     the part of the Rights Agent, for any action taken, suffered or omitted by
     the Rights Agent in connection with the acceptance and administration of
     this Agreement, including, without limitation, the costs and expenses of
     defending against any claim of liability arising therefrom, directly or
     indirectly. The indemnity provided herein shall survive the termination of
     this Agreement, the resignation or removal of the Rights Agent, and the
     termination and the
<PAGE>

                                                                              31

     expiration of the Rights. The costs and expenses incurred in enforcing this
     right of indemnification shall be paid by the Company. Anything to the
     contrary notwithstanding, in no event shall the Rights Agent be liable for
     special, punitive, indirect, consequential or incidental loss or damage of
     any kind whatsoever (including but not limited to lost profits), even if
     the Rights Agent has been advised of the likelihood of such loss or damage.
     Any liability of the Rights Agent under this Agreement shall be limited to
     the amount of fees paid by the Company to the Rights Agent.

        (b) The Rights Agent shall be authorized to rely on, 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 acceptance and
     administration of this Agreement in reliance upon any Right Certificate or
     certificate for the Preferred Stock or Common Stock or for other securities
     of the Company, instrument of assignment or transfer, power of attorney,
     endorsement, affidavit, letter, notice, direction, consent, certificate,
     statement, or other paper or document believed by it to be genuine and to
     be signed, executed and, where necessary, verified or acknowledged, by the
     proper Person or Persons, or otherwise upon the advice or opinion of
     counsel as set forth in Section 20 hereof. The Rights Agent shall not be
     deemed to have any duty or notice unless and until the Company has provided
     the Rights Agent with actual written notice.

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

        (a) Any Person into which the Rights Agent or any successor Rights Agent
     may be merged or with which it may be consolidated, or any Person resulting
     from any merger or consolidation to which the Rights Agent or any successor
     Rights Agent shall be a party, or any Person succeeding to the shareholder
     services business of the Rights Agent or any successor Rights Agent, shall
     be the successor to the Rights Agent under this Agreement without the
     execution or filing of any paper or any further act on the part of any of
     the parties hereto; provided, that such Person would be eligible for
     appointment as a successor Rights Agent under the provisions of Section 21
     hereof. In case at the time such successor Rights Agent shall succeed to
     the agency created by this Agreement, any of the Right Certificates shall
     have been countersigned but not delivered, any such successor Rights Agent
     may adopt the countersignature of the predecessor Rights Agent and deliver
     such Right Certificates so countersigned; and in case at that time any of
     the Right Certificates shall not have been countersigned, any successor
     Rights Agent may countersign such Right Certificates either in the name of
     the predecessor Rights Agent or in the name of the successor Rights Agent;
     and in all such cases such Right Certificates shall have the full force
     provided in the Right Certificates and in this Agreement.
<PAGE>

                                                                              32

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

     Section 20. Duties of Rights Agent. The Rights Agent undertakes only the
specific duties and obligations expressly set forth in this Agreement (and no
implied duties or obligations) upon the following terms and conditions, by all
of which the Company and the holders of Right Certificates, by their acceptance
thereof, shall be bound:

        (a) The Rights Agent may consult with legal counsel (who may be legal
     counsel for the Company), and the advice or opinion of such counsel shall
     be full and complete authorization and protection to the Rights Agent and
     the Rights Agent shall incur no liability for or in respect of any action
     taken, suffered or omitted by it in good faith and in accordance with such
     advice or opinion.

        (b) Whenever in the performance of its duties under this Agreement the
     Rights Agent shall deem it necessary or desirable that any fact or matter
     be proved or established by the Company prior to taking, suffering or
     omitting to take any action hereunder, such fact or matter (unless other
     evidence in respect thereof be herein specifically prescribed) may be
     deemed to be conclusively proved and established by a certificate signed by
     any one of the Chairman of the Board of Directors, the Chief Executive
     Officer, the President, the Chief Operating Officer, the Chief Financial
     Officer or the Secretary of the Company and delivered to the Rights Agent;
     and such certificate shall be full and complete authorization and
     protection to the Rights Agent and the Rights Agent shall incur no
     liability for or in respect of any action taken, suffered or omitted in
     good faith by it under the provisions of this Agreement in reliance upon
     such certificate.

        (c) The Rights Agent shall be liable hereunder to the Company and any
     other Person only for its own gross negligence, bad faith or willful
     misconduct each as finally determined by a court of competent jurisdiction.

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

                                                                              33

        (e) The Rights Agent shall not be under any liability or responsibility
     in respect of the validity of this Agreement or the execution and delivery
     hereof (except the due execution hereof by the Rights Agent) or in respect
     of the validity or execution of any Right Certificate (except its
     countersignature thereof); nor shall it be liable or responsible for any
     breach by the Company of any covenant or condition contained in this
     Agreement or in any Right Certificate; nor shall it be liable or
     responsible for any change in the exercisability of the Rights (including
     the Rights becoming null and void pursuant to Section 11(a)(ii) hereof) or
     any adjustment in the terms of the Rights (including the manner, method or
     amount thereof) provided for in Sections 3, 11, 13, 23 and 24, or the
     ascertaining of the existence of facts that would require any such change
     or adjustment (except with respect to the exercise of Rights evidenced by
     Right Certificates after receipt of a certificate furnished pursuant to
     Section 12, describing such change or adjustment); nor shall it by any act
     hereunder be deemed to make any representation or warranty as to the
     authorization or reservation of any shares of Preferred Stock or other
     securities to be issued pursuant to this Agreement or any Right Certificate
     or as to whether any shares of Preferred Stock or other securities will,
     when issued, be validly authorized and issued, fully paid and
     nonassessable.

        (f) The Company agrees that it will perform, execute, acknowledge and
     deliver or cause to be performed, executed, acknowledged and delivered all
     such further and other acts, instruments and assurances as may 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 advice
     or instructions with respect to the performance of its duties hereunder
     from any person believed by the Rights Agent to be one of the Chairman of
     the Board of Directors, the Chief Executive Officer, the President, the
     Chief Operating Officer, the Chief Financial Officer or the Secretary of
     the Company, and to apply to such officers for advice or instructions in
     connection with its duties, and such advice or instructions shall be full
     and complete authorization and protection to the Rights Agent and the
     Rights Agent shall incur no liability for or in respect of any action
     taken, suffered or omitted by it in good faith in accordance with such
     advice or instructions of any such officer or for any delay in acting while
     waiting for such advice or instructions. Any application by the Rights
     Agent for written instructions from the Company may, at the option of the
     Rights Agent, set forth in writing any action proposed to be taken,
     suffered or omitted by the Rights Agent under this Agreement and the date
     on and/or after which such action shall be taken or suffered or such
     omission shall be effective. The Rights Agent shall not have any liability
     for or in respect of any action taken, or suffered by or omission of, the
     Rights Agent in accordance with a proposal included in any such application
     on or after the date specified in such application (which date shall not be
     less than five Business Days after the date any officer of the Company
     actually
<PAGE>

                                                                              34

     receives such application, unless any such officer shall have consented in
     writing to an earlier date) unless, prior to taking any such action (or the
     effective date in the case of an omission), the Rights Agent shall have
     received written instructions in response to such application specifying
     the action to be taken, suffered or omitted.

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

        (i) The Rights Agent may execute and exercise any of the rights or
     powers hereby vested in it or perform any duty hereunder either itself or
     by or through its attorneys or agents, and the Rights Agent shall not be
     answerable or accountable for any act, default, neglect or misconduct of
     any such attorneys or agents or for any loss to the Company resulting from
     any such act, default, neglect or misconduct, absent gross negligence or
     willful misconduct (each as finally determined by a court of competent
     jurisdiction)in the selection and continued employment thereof.

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

        (k) If, with respect to any Rights Certificate surrendered to the Rights
     Agent for exercise or transfer, the certificate contained in the form of
     assignment or the form of election to purchase set forth on the reverse
     thereof, as the case may be, has not been properly completed to certify the
     holder is not an Acquiring Person (or an Affiliate or Associate thereof), a
     Rights Agent shall not take any further action with respect to such
     requested exercise or transfer without first consulting with the Company.

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

                                                                              35

case may be, and to each transfer agent of the Common Stock or Preferred Stock
by registered or certified mail, and, following the Distribution Date, to the
holders of the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (a) a Person organized and doing business under the laws
of the United States or any State thereof, which is authorized under such laws
to perform shareholder services and is subject to supervision or examination by
federal or state authority, and (b) which at the time of its appointment as
Rights Agent has, or is an affiliate of such a Person that has, a combined
capital and surplus of at least $50 million. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock or Preferred Stock, and, following
the Distribution Date, mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

     Section 22. Issuance of New Right Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Right Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement. In addition, in connection with the issuance or
sale of Common Stock following the Distribution Date and prior to the earlier of
the Redemption Date and the Final Expiration Date, the Company may with respect
to shares of Common Stock so issued or sold pursuant to (i) the exercise of
stock options, (ii) under any employee plan or arrangement, (iii) upon the
exercise, conversion or exchange of securities notes or debentures issued by the
Company or (iv) a contractual obligation of the Company in each case existing
prior to the Distribution Date, issue Right Certificates representing the
appropriate number of Rights in connection with such issuance or sale.
<PAGE>

                                                                              36

     Section 23. Redemption.

        (a) The Board of Directors of the Company may, at any time prior to such
     time as any Person becomes an Acquiring Person, redeem all but not less
     than all the then outstanding Rights at a redemption price of $.01 per
     Right, appropriately adjusted to reflect any stock split, stock dividend or
     similar transaction occurring after the date hereof (the redemption price
     being hereinafter referred to as the "Redemption Price"). The redemption of
     the Rights may be made effective at such time, on such basis and with such
     conditions as the Board of Directors in its sole discretion may establish.
     The Redemption Price shall be payable at the option of the Company, in
     cash, shares of Common Stock, or such other form of consideration as the
     Board of Directors shall determine.

        (b) Immediately upon the action of the Board of Directors ordering the
     redemption of the Rights pursuant to paragraph (a) of this Section 23 (or
     at such later time as the Board of Directors may establish for the
     effectiveness of such redemption), and without any further action and
     without any notice, the right to exercise the Rights will terminate and the
     only right thereafter of the holders of Rights shall be to receive the
     Redemption Price. The Company shall promptly give public notice of any such
     redemption and prompt written notice thereof to the Rights Agent; provided,
     however, that the failure to give, or any defect in, any such notice shall
     not affect the validity of such redemption. Within 10 days after such
     action of the Board of Directors ordering the redemption of the Rights (or
     such later time as the Board of Directors may establish for the
     effectiveness of such redemption), the Company shall mail a notice of
     redemption to the Rights Agent and to all the holders of the then
     outstanding Rights at their last addresses as they appear upon the registry
     books of the Rights Agent or, prior to the Distribution Date, on the
     registry books of the transfer agent for the Common Stock. Any notice which
     is mailed in the manner herein provided shall be deemed given, whether or
     not the holder receives the notice. Each such notice of redemption shall
     state the method by which the payment of the Redemption Price will be made.

     Section 24. Exchange

        (a) The Board of Directors of the Company may, at its option, at any
     time after any Person becomes an Acquiring Person, exchange all or part of
     the then outstanding and exercisable Rights (which shall not include Rights
     that have become null and void pursuant to the provisions of Section
     11(a)(ii) hereof) for shares of Class A Common Stock or Class B Common
     Stock, as the case may be, at an exchange ratio of one share of Common
     Stock per Right, appropriately adjusted to reflect any stock split, stock
     dividend or similar transaction occurring in respect of the Common Stock
     after the date hereof (such exchange ratio being hereinafter referred to as
     the "Exchange Ratio"). Holders of Rights associated with Class A Common
     Stock shall receive Class A Common Stock and holders of
<PAGE>

                                                                              37

     Rights associated with Class B Common Stock shall receive Class B Common
     Stock in the event the Board of Directors exercises such exchange right.
     Notwithstanding the foregoing, the Board of Directors shall not be
     empowered to effect such exchange at any time after an Acquiring Person
     shall have become the Beneficial Owner of shares of Class B Common Stock
     aggregating 50% or more of the shares of Class B Common Stock then
     outstanding. From and after the occurrence of an event specified in Section
     13(a) hereof, any Rights that theretofore have not been exchanged pursuant
     to this Section 24(a) shall thereafter be exercisable only in accordance
     with Section 13 and may not be exchanged pursuant to this Section 24(a).
     The exchange of the Rights by the Board of Directors may be made effective
     at such time, on such basis and with such conditions as the Board of
     Directors in its sole discretion may establish.

        (b) Immediately upon the effectiveness of the action of the Board of
     Directors of the Company ordering the exchange of any Rights pursuant to
     paragraph (a) of this Section 24 and without any further action and without
     any notice, the right to exercise such Rights shall terminate and the only
     right thereafter of a holder of such Rights shall be to receive that number
     and class of shares of Common Stock equal to the number of such Rights held
     by such holder multiplied by the Exchange Ratio. The Company shall promptly
     give public notice of any such exchange, with prompt written notice thereof
     to the Rights Agent; provided, however, that the failure to give, or any
     defect in, such notice shall not affect the validity of such exchange. The
     Company shall promptly mail a notice of any such exchange to all of the
     holders of the Rights so exchanged at their last addresses as they appear
     upon the registry books of the Rights Agent. Any notice which is mailed in
     the manner herein provided shall be deemed given, whether or not the holder
     receives the notice. Each such notice of exchange will state the method by
     which the exchange of the shares of Common Stock for Rights will be
     effected and, in the event of any partial exchange, the number of Rights
     which will be exchanged. Any partial exchange shall be effected pro rata
     based on the number of Rights (other than Rights which have become null and
     void pursuant to the provisions of Section 11(a)(ii) hereof) held by each
     holder of Rights.

        (c) The Company may at its option substitute, and, in the event that
     there shall not be sufficient shares of Common Stock issued but not
     outstanding or authorized but unissued to permit any exchange of Rights as
     contemplated in accordance with this Section 24, the Company shall
     substitute, to the extent of such insufficiency, for each share of Common
     Stock that would otherwise be issuable upon exchange of a Right, a number
     of shares of Preferred Stock or fractions thereof (or equivalent preferred
     shares as such term is defined in Section 11(b)) having an aggregate
     current per share market price (determined pursuant to Section 11(d)
     hereof) equal to the current per share market price of one share of Class B
     Common Stock (determined pursuant to Section 11(d) hereof) as of the
<PAGE>

                                                                              38

     date of issuance of such shares of Preferred Stock or fractions thereof (or
     equivalent preferred shares).

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

     Section 25. Notice of Certain Events.

        (a) In case the Company shall at any time after the earlier of the
     Distribution Date or the Stock Acquisition Date propose (i) to pay any
     dividend payable in stock of any class to the holders of its Preferred
     Stock or to make any other distribution to the holders of its Preferred
     Stock (other than a regular quarterly cash dividend), (ii) to offer to the
     holders of its Preferred Stock rights or warrants to subscribe for or to
     purchase any additional shares of Preferred Stock or shares of stock of any
     class or any other securities, rights or options, (iii) to effect any
     reclassification of its Preferred Stock (other than a reclassification
     involving only the subdivision of outstanding Preferred Stock), (iv) to
     effect the liquidation, dissolution or winding up of the Company, (v) to
     effect any consolidation or merger into or with, or to effect any sale or
     other transfer (or to permit one or more of its Subsidiaries to effect any
     sale or other transfer) in one or more transactions of 50% or more of the
     assets or earning power of the Company and its Subsidiaries (taken as a
     whole) to any other Person or (vi) to declare or pay any dividend on the
     Common Stock payable in Common Stock or to effect a subdivision,
     combination or consolidation of the Common Stock (by reclassification or
     otherwise than by payment of dividends in Common Stock), then, in each such
     case, the Company shall give to each holder of a Right Certificate and to
     the Rights Agent, each in accordance with Section 26 hereof, a notice of
     such proposed action, which shall specify the record date for the purposes
     of such stock dividend, or distribution of rights or warrants, or the date
     on which such liquidation, dissolution or winding up is to take place and
     the date of participation therein by the holders of the Common Stock and/or
     Preferred Stock, if any such date is to be fixed, and such notice shall be
     so given in the case of any action covered by clause (i) or (ii) above at
     least 10 days prior to the record date for determining holders of the
     Preferred Stock for purposes of such action, and in the case of any such
     other action, at least 10 days prior to the date of the
<PAGE>

                                                                              39

     taking of such proposed action or the date of participation therein by the
     holders of the Common Stock and/or Preferred Stock, whichever shall be the
     earlier.

        (b) In case any event described in Section 11(a)(ii) or Section 13 shall
     occur then the Company shall as soon as practicable thereafter give to each
     holder of a Right Certificate (or if occurring prior to the Distribution
     Date, the holders of the Common Stock) in accordance with Section 26
     hereof, a notice of the occurrence of such event, which notice shall
     describe such event and the consequences of such event to holders of Rights
     under Section 11(a)(ii) and Section 13 hereof.

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

               ARAMARK Corporation
               ARAMARK Tower
               1101 Market Street
               Philadelphia, Pennsylvania  19107
               Attention: Corporate Secretary
               Facsimile:  215-___-____

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first class mail postage prepaid or nationally recognized commercial
courier service or United States Express Mail or by facsimile, addressed (until
another address is filed in writing with the Company) as follows:

               [Name]
               [Address]
               Attention:
               Facsimile:

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

     Section 27. Supplements and Amendments. Except as provided in the
penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the
<PAGE>

                                                                              40

Company may in its sole and absolute discretion, and the Rights Agent shall if
the Company so directs, supplement or amend any provision of this Agreement in
any respect without the approval of any holders of the Rights. At any time when
the Rights are no longer redeemable, except as provided in the penultimate
sentence of this Section 27, the Company may, and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval of
any holders of Rights; provided, that no such supplement or amendment may (a)
adversely affect the interests of the holders of Rights as such (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) cause
the Rights again to become redeemable or (c) cause the Agreement again to become
amendable other than in accordance with this sentence. Notwithstanding anything
contained in this Agreement to the contrary, no supplement or amendment shall be
made which changes the Redemption Price or that eliminates or alters this
sentence. Upon the delivery of a certificate from an appropriate officer of the
Company which states that the supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such supplement or
amendment, provided such supplement or amendment does not adversely change or
increase the Rights Agent's rights, duties, liabilities or obligations
hereunder, however any supplement or amendment that does not change or affect
the rights, duties, liabilities or obligations of the Rights Agent shall become
effective immediately upon execution by the Company, whether or not also
executed by the Rights Agent.

     Section 28. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Rights Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.

     Section 29. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Stock) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Stock).

     Section 30. Severability. If any term, provision, covenant or restriction
of this Agreement or applicable to this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

     Section 31. Governing Law. This Agreement and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
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; provided, however, that all provisions regarding the
rights, duties and obligations of the Rights Agent shall be governed by and
construed in accordance with
<PAGE>

                                                                              41

the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.

     Section 32. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

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

     Section 34. Administration. The Board of Directors of the Company (or any
duly constituted and authorized committee thereof) shall have the exclusive
power and authority to administer and interpret the provisions of this Agreement
and to exercise all rights and powers specifically granted to the Board of
Directors or the Company or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including, without limitation, a determination to redeem or not
redeem the Rights or to amend or not amend this Agreement). All such actions,
calculations, determinations and interpretations which are done or made by the
Board of Directors (or such committee) in good faith shall be final, conclusive
and binding on the Company, the Rights Agent, the holders of the Rights and all
other parties. The Rights Agent is entitled to always assume the Board of
Directors acted in good faith and shall be fully protected and incur no
liability in reliance thereon.

[The remainder of this page intentionally left blank.]
<PAGE>

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

Attest:                                          ARAMARK WORLDWIDE CORPORATION

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


                                                 MELLON INVESTOR SERVICES LLC



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

                                                                       Exhibit A

                                      FORM

                                       OF

                          CERTIFICATE OF DESIGNATIONS

                                       OF

                 SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                         ARAMARK WORLDWIDE CORPORATION

                        (Pursuant to Section 151 of the

               General Corporation Law of the State of Delaware)

                              ___________________

          ARAMARK Worldwide Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Company"), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Company as required by Section 151 of the
General Corporation Law of the State of Delaware at a meeting duly called and
held on ________ __, 2001:

          RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company (hereinafter called the "Board of Directors"
or the "Board") in accordance with the provisions of the Company's Amended and
Restated Certificate of Incorporation, as amended to date (hereinafter called
the "Certificate of Incorporation"), the Board of Directors hereby creates a
series of preferred stock, par value $.01 per share, of the Company and hereby
states the designation and number of shares, and fixes the relative rights,
powers and preferences thereof, and the limitations thereof, as follows:

        (A) Designation and Amount. The shares of such series shall be
     designated as "Series C Junior Participating Preferred Stock" (the "Series
     C Preferred Stock") and the number of shares constituting the Series C
     Preferred Stock shall be 550,000. Such number of shares may be increased or
     decreased by resolution of the Board of Directors; provided, that no
     decrease shall reduce the number of shares of Series C Preferred Stock to a
     number less than the number of shares then outstanding plus the number of
     shares reserved for issuance upon the exercise of outstanding options,
     rights or warrants or upon the conversion of any outstanding securities
     issued by the Company convertible into Series C Preferred Stock.
<PAGE>

                                                                               2

        (B)  Dividends and Distributions.

                (1) Subject to the rights of the holders of any shares of any
             stock of the Company ranking prior and superior to the Series C
             Preferred Stock with respect to dividends, the holders of shares of
             Series C Preferred Stock, in preference to the holders of Class A
             Common Stock, par value $.01 per share (the "Class A Common Stock")
             and Class B Common Stock, par value $.01 per share (the "Class B
             Common Stock" and, together with the Class A Common Stock, the
             "Common Stock") and of any other stock of the Company ranking
             junior to the Series C Preferred Stock, shall be entitled to
             receive, when, as and if declared by the Board of Directors out of
             funds legally available for such purpose, quarterly dividends
             payable in cash on the last day of each fiscal quarter of the
             Company (each such date being referred to herein as a "Dividend
             Payment Date"), commencing on the first Dividend Payment Date after
             the first issuance of a share or fraction of a share of Series C
             Preferred Stock, in an amount per share (rounded to the nearest
             cent) equal to the greater of (a) $10 or (b) subject to the
             provision for adjustment hereinafter set forth, 1,000 times the
             aggregate per share amount of all quarterly cash dividends and
             1,000 times the cash value of the aggregate per share amount of all
             quarterly non-cash dividends or other distributions other than a
             dividend payable in shares of Common Stock, declared on the Common
             Stock since the immediately preceding Dividend Payment Date or,
             with respect to the first Dividend Payment Date, since the first
             issuance of any share or fraction of a share of Series C Preferred
             Stock. In the event the Company shall at any time after ________
             __, 2001, declare or pay any dividend on the Common Stock payable
             in shares of Common Stock, or effect a subdivision or combination
             or consolidation of the outstanding shares of Common Stock (by
             reclassification or otherwise than by payment of a dividend in
             shares of Common Stock, and other than reclassification to combine
             classes of Class A Common Stock into one class and classes of Class
             B Common Stock into one class) into a greater or lesser number of
             shares of Common Stock, then in each such case the amount to which
             holders of shares of Series C Preferred Stock were entitled
             immediately prior to such event under clause (b) of the preceding
             sentence shall be adjusted by multiplying such amount by a
             fraction, the numerator of which is the number of shares of Common
             Stock outstanding immediately after such event and the denominator
             of which is the number of shares of Common Stock that were
             outstanding immediately prior to such event.

                (2) The Company shall declare a dividend or distribution on the
             Series C Preferred Stock as provided in paragraph (1) of this
             Section (B) immediately after it declares a dividend or
             distribution on the Common Stock (other than a dividend payable in
             shares of Common Stock); provided, that, in the event no dividend
             or distribution shall have
<PAGE>

                                                                               3

             been declared on the Common Stock during the period between any
             Dividend Payment Date and the next subsequent Dividend Payment
             Date, a dividend of $10 per share on the Series C Preferred Stock
             shall nevertheless be payable, when, as and if declared, on such
             subsequent Dividend Payment Date.

                (3) Dividends shall begin to accrue and be cumulative, whether
             or not earned or declared, on outstanding shares of Series C
             Preferred Stock from the Dividend Payment Date next preceding the
             date of issue of such shares, unless the date of issue of such
             shares is prior to the record date for the first Dividend Payment
             Date, in which case dividends on such shares shall begin to accrue
             from the date of issue of such shares, or unless the date of issue
             is a Dividend Payment Date or is a date after the record date for
             the determination of holders of shares of Series C Preferred Stock
             entitled to receive a quarterly dividend and before such Dividend
             Payment Date, in either of which events such dividends shall begin
             to accrue and be cumulative from such Dividend Payment Date.
             Accrued but unpaid dividends shall not bear interest. Dividends
             paid on the shares of Series C Preferred Stock in an amount less
             than the total amount of such dividends at the time accrued and
             payable on such shares shall be allocated pro rata on a share-by-
             share basis among all such shares at the time outstanding. The
             Board of Directors may fix a record date for the determination of
             holders of shares of Series C Preferred Stock entitled to receive
             payment of a dividend or distribution declared thereon, which
             record date shall be not more than 60 days prior to the date fixed
             for the payment thereof.

        (C) Voting Rights. The holders of shares of Series C Preferred Stock
     shall have the following voting rights;

                (1) Each whole share of Series C Preferred Stock shall entitle
             the holder thereof to 1,000 votes on all matters upon which the
             holders of the Common Stock of the Company are entitled to vote.

                (2) Except as otherwise provided herein, in the Certificate of
             Incorporation or in any other Certificate of Designations creating
             a series of Preferred Stock or any similar stock, and except as
             otherwise required by law, the holders of shares of Series C
             Preferred Stock and the holders of shares of Common Stock and any
             other capital stock of the Company having general voting rights
             shall vote together as one class on all matters submitted to a vote
             of stockholders of the Company.

                (3) Except as set forth herein, or as otherwise provided by law,
             holders of Series C Preferred Stock shall have no special voting
             rights and their consent shall not be required (except to the
             extent they are
<PAGE>

                                                                               4

             entitled to vote with holders of Common Stock as set forth herein)
             for taking any corporate action.

        (D) Certain Restrictions.

                (1) Whenever quarterly dividends or other dividends or
             distributions payable on the Series C Preferred Stock as provided
             in Section (B) are in arrears, thereafter and until all accrued and
             unpaid dividends and distributions, whether or not earned or
             declared, on shares of Series C Preferred Stock outstanding shall
             have been paid in full, the Company shall not:

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

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

        (iii) redeem or purchase or otherwise acquire for consideration shares
     of any stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series C Preferred Stock, provided that
     the Company may at any time redeem, purchase or otherwise acquire shares of
     any such junior stock in exchange for shares of any stock of the Company
     ranking junior (as to dividends and upon dissolution, liquidation or
     winding up) to the Series C Preferred Stock or rights, warrants or options
     to acquire such junior stock;

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

                                                                               5

        (2) The Company shall not permit any subsidiary of the Company to
     purchase or otherwise acquire for consideration any shares of stock of the
     Company unless the Company could, under paragraph (1) of this Section (D),
     purchase or otherwise acquire such shares at such time and in such manner.

        (E) Reacquired Shares. Any shares of Series C Preferred Stock purchased
     or otherwise acquired by the Company in any manner whatsoever shall be
     retired and cancelled promptly after the acquisition thereof.

        (F) Liquidation, Dissolution or Winding Up. Upon any liquidation,
     dissolution or winding up of the Company, no distribution shall be made (1)
     to the holders of the Common Stock or of shares of any other stock of the
     Company ranking junior, upon liquidation, dissolution or winding up, to the
     Series C Preferred Stock unless, prior thereto, the holders of shares of
     Series C Preferred Stock shall have received an amount equal to the greater
     of (i) $1,000 per share, plus an amount equal to accrued and unpaid
     dividends and distributions thereon, whether or not earned or declared, to
     the date of such payment and (ii) an aggregate amount per share, subject to
     the provision for adjustment hereinafter set forth, equal to 1,000 times
     the cash value of the aggregate amount to be distributed per share to
     holders of shares of Common Stock, or (2) to the holders of shares of stock
     ranking on a parity upon liquidation, dissolution or winding up with the
     Series C Preferred Stock, except distributions made ratably on the Series C
     Preferred Stock and all such parity stock in proportion to the total
     amounts to which the holders of all such shares are entitled upon such
     liquidation, dissolution or winding up. In the event the Company shall at
     any time after ________ __, 2001, declare or pay any dividend on the Common
     Stock payable in shares of Common Stock, or effect a subdivision or
     combination or consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in shares of
     Common Stock, and other than reclassification to combine classes of Class A
     Common Stock into one class and classes of Class B Common Stock into one
     class) into a greater or lesser number of shares of Common Stock, then in
     each such case the aggregate amount to which holders of shares of Series C
     Preferred Stock were entitled immediately prior to such event under the
     proviso in clause (1)(ii) of the preceding sentence shall be adjusted by
     multiplying such amount by a fraction the numerator of which is the number
     of shares of Common Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

        (G) Consolidation, Merger, etc. In case the Company shall enter into any
     consolidation, merger, combination or other transaction in which the shares
     of Common Stock are converted into, exchanged for or changed into other
     stock or securities, cash and/or any other property, then in any such case
     each share of Series C Preferred Stock shall at the same time be
<PAGE>

                                                                               6

     similarly converted into, exchanged for or changed into an amount per share
     (subject to the provision for adjustment hereinafter set forth) equal to
     1,000 times the aggregate amount of stock, securities, cash and/or any
     other property (payable in kind), as the case may be, into which or for
     which each share of Common Stock is converted, exchanged or converted. In
     the event the Company shall at any time after ________ __, 2001, declare or
     pay any dividend on the Common Stock payable in shares of Common Stock, or
     effect a subdivision or combination or consolidation of the outstanding
     shares of Common Stock (by reclassification or otherwise than by payment of
     a dividend in shares of Common Stock, and other than reclassification to
     combine classes of Class A Common Stock into one class and classes of Class
     B Common Stock into one class) into a greater or lesser number of shares of
     Common Stock, then in each such case the amount set forth in the preceding
     sentence with respect to the conversion, exchange or change of shares of
     Series C Preferred Stock shall be adjusted by multiplying such amount by a
     fraction, the numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding immediately
     prior to such event.

        (H) No Redemption. The shares of Series C Preferred Stock shall not be
     redeemable from any holder.

        (I) Rank. The Series C Preferred Stock shall rank, with respect to the
     payment of dividends and the distribution of assets upon liquidation,
     dissolution or winding up of the Company, junior to all other classes of
     preferred stock and senior to the Common Stock.

        (J) Amendment. If any proposed amendment to the Certificate of
     Incorporation (including this Certificate of Designations) would alter,
     change or repeal any of the preferences, powers or special rights given to
     the Series C Preferred Stock so as to affect the Series C Preferred Stock
     adversely, then the holders of the Series C Preferred Stock shall be
     entitled to vote separately as a class upon such amendment, and the
     affirmative vote of two-thirds of the outstanding shares of the Series C
     Preferred Stock, voting separately as a class, shall be necessary for the
     adoption thereof, in addition to such other vote as may be required by the
     General Corporation Law of the State of Delaware.
<PAGE>

                                                                               7

          IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by its Chairman, President and Chief Executive Officer and
attested by its Secretary this ___ day of ________, 2001.


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

Attest:


--------------------------
Secretary
<PAGE>

                                                                       Exhibit B
                                                                       ---------

                           Form of Right Certificate

Certificate No. R- ____  ___ Rights

     NOT EXERCISABLE AFTER ________ __, 2011 OR EARLIER IF REDEMPTION OR
     EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
     AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER
     CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED
     BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED
     IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL
     AND VOID AND WILL NO LONGER BE TRANSFERABLE.

                               Right Certificate

                         ARAMARK WORLDWIDE CORPORATION

          This certifies that ___________ or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of ________ __, 2001, as the same may be amended from time
to time (the "Rights Agreement"), between ARAMARK Worldwide Corporation, a
Delaware corporation (the "Company"), and Mellon Investor Services LLC, as
Rights Agent (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M., New York City time, on the earlier of ________ __, 2011
or the earlier expiration of the Rights in accordance with the terms of the
Rights Agreement in accordance with its terms, at the office or agency of the
Rights Agent designated for such purpose, or of its successor as Rights Agent,
one one-thousandth of a fully paid non-assessable share of Series C Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of the Company, at a
purchase price of $___ per one one-thousandth of a share of Preferred Stock (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed.  The number of Rights
evidenced by this Rights Certificate (and the number of one one-thousandths of a
share of Preferred Stock which may be purchased upon exercise hereof) set forth
above, and the Purchase Price set forth above, are the number and Purchase Price
as of ________ __, 2001, based on the Preferred Stock as constituted at such
date.  As provided in the Rights Agreement, the Purchase Price, the number of
one one-thousandths of a share of Preferred Stock (or other securities or
property) which may be purchased upon the exercise of the Rights and the number
of Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

          Notwithstanding anything in the Rights Agreement to the contrary, from
and after the time (the "invalidation time") when any person first becomes an
Acquiring Person (as defined in the Rights Agreement), the Rights evidenced
hereby beneficially owned by (x) any Acquiring Person (or any Affiliate (as
defined in the Rights Agreement) or Associate (as defined in the Rights
Agreement) of any Acquiring Person), (y) a transferee of any Acquiring Person
(or
<PAGE>

                                                                               2


any such Affiliate or Associate) who becomes a transferee after the invalidation
time or (z) a transferee of any Acquiring Person (or any such Affiliate or
Associate) who became a transferee prior to or concurrently with the
invalidation time pursuant to either (I) a transfer from the Acquiring Person to
holders of its equity securities or to any person with whom it has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (II) 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 Section 11(a)(ii) of the Rights
Agreement, and subsequent transferees of such persons, shall be void without any
further action and any holder hereof shall thereafter have no rights whatsoever
with respect to the Rights evidenced hereby under any provision of the Rights
Agreement.

          This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates.  Copies of
the Rights Agreement are on file at the principal executive offices of the
Company and the above-mentioned office or agency of the Rights Agent.  The
Company will mail to the holder of this Right Certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.

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

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $.01 per Right or (ii) may be exchanged in whole or in part for shares
of Preferred Stock or shares of the Company's Class A Common Stock or Class B
Common Stock, each par value $.01 per share, in each case in accordance with the
terms of the Rights Agreement.

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

          No holder of this Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of the
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder
<PAGE>

                                                                               3

hereof, as such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement) or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right certificate shall have been exercised as provided in the
Rights Agreement.

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

                                                                               4

          WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.  Dated as of ________ __, 2001.

ATTEST:  ARAMARK WORLDWIDE CORPORATION

By __________________  By __________________

Countersigned:

                              MELLON INVESTOR SERVICES LLC

                              ___________________________,
                              as Rights Agent

                              By _________________________
                                 Authorized Signature
<PAGE>

                                                                               5

                   Form of Reverse Side of Right Certificate

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

                (To be executed by the registered holder if such

               holder desires to transfer the Right Certificate)

          FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfer unto ___________________________

____________________________________________________________
                 (Please print name and address of transferee)

____________________________________________________________

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

Dated: _________________

                              ______________________________
                                    Signature
Signature Guaranteed:

          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)

          The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by, were not acquired by the
undersigned from, and are not being assigned to, an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

                              ________________________
                                    Signature
<PAGE>

                                                                               6

             Form of Reverse Side of Right Certificate - continued

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

                 (To be executed if holder desires to exercise

                 Rights represented by the Rights Certificate)

To ARAMARK CORPORATION:

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

______________________________________________________________

               (Please print name and address)
______________________________________________________________

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

Please insert social security

or other identifying number

______________________________________________________________

               (Please print name and address)
______________________________________________________________

Dated:  ____________________

                                         ________________________
                                         Signature
(Signature must conform to holder specified on Right Certificate)

Signature Guaranteed:

          Signature must be guaranteed by a member of 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.
<PAGE>

                                                                               7

             Form of Reverse Side of Right Certificate -- continued

_________________________________________________________________
(To be completed)

          The undersigned certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by, and were not acquired by the
undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement)

                                         ______________________
                                             Signature
_________________________________________________________________

                                     NOTICE
                                     ------

          The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

          In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
<PAGE>

                                                                       Exhibit C

     UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
     OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS
     DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
     BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


                              ARAMARK CORPORATION

                         SUMMARY OF RIGHTS TO PURCHASE

                       SHARES OF SERIES C PREFERRED STOCK

    On ________ __, 2001, pursuant to the merger of the Company's predecessor,
ARAMARK Corporation with and into the Company (the "Merger"), one Preferred
Share Purchase Right (a "Right") was issued for each outstanding share of each
of our Class A Common Stock and Class B Common Stock, each par value $.01 per
share.  The Rights are subject to the terms of a Rights Agreement dated ________
__, 2001 between the Company and Mellon Investor Services, LLC, as the Rights
Agent.

    The Board of Directors adopted the Rights Agreement to assist the Company in
pursuing its long-term business strategies and enhancing stockholder value by
protecting our stockholders against unsolicited takeover efforts on unfavorable
terms.  In general terms, the Rights Agreement works by imposing a significant
penalty upon any person or group which acquires 15% or more of the Company's
outstanding Class B Common Stock after the effective date of the Merger without
the approval of the Board of Directors.  Any current stockholder which
beneficially owned more than 15% of our outstanding Class B Common Stock
(including after giving effect to the conversion of Class A Common Stock to
Class B Common Stock) as of the effective date of the Merger may acquire up to
an additional 1% of our outstanding Class B Common Stock without penalty.  In
addition, Joseph Neubauer, the Company's Chairman and Chief Executive Officer,
and certain related entities are exempt from such penalties so long as he and
such entities own no more than ___% of the Company's Class B Common Stock.  Any
Company securities that Mr. Neubauer acquires after the Merger pursuant to
employee benefit plans of the Company will not be counted towards such
limitation.

    For those interested in the specific terms of the Rights Agreement, we
provide the following summary of the principal features of the Rights.  However,
this description is only a summary and does not purport to be a complete
description of the terms of the Rights.  For more information, you should refer
to the complete Rights Agreement, which has been filed on ________ __, 2001 with
the Securities and Exchange Commission as an exhibit to the Registration
Statement on Form S-4 filed by the Company in connection with the Merger.  A
copy of the Rights Agreement is available from the Company on request, without
charge.
<PAGE>

                                       2

THE RIGHTS.

    One Right will be issued for each share of the Company's Class A Common
Stock and Class B Common Stock issued in the Merger.  The Rights will initially
trade with, and will be inseparable from, the Class A Common Stock and the Class
B Common Stock.  Identical Rights will also accompany any new shares of Class A
Common Stock and Class B Common Stock the Company issues from the effective date
of the Merger until the Distribution Date described below, the redemption of the
Rights or the expiration of the Rights, whichever occurs first.  Under certain
circumstances, identical Rights will also accompany any shares of Class A Common
Stock and Class B Common Stock the Company issues after the Distribution Date
but before the redemption or the expiration of the Rights.  Until the
Distribution Date, the Rights will be evidenced only by the certificates that
represent shares of Class A Common Stock or Class B Common Stock, as the case
may be.

EXERCISE PRICE OF THE RIGHTS.

    If and when the Rights become exercisable, each Right will allow its holder
to purchase from the Company one one-thousandth of a share of Series C Preferred
Stock for $____, which is referred to as the Exercise Price.  One one-thousandth
of a share of Series C Preferred Stock will give the holder approximately the
same dividend, voting, and liquidation rights as would one share of Class B
Common Stock.

    Prior to exercise, a Right does not give its holder any dividend, voting, or
liquidation rights.

WHEN THE RIGHTS BECOME EXERCISABLE.

    The Rights will not be exercisable until:

 .  10 days after the public announcement that a person or group has become an
   "Acquiring Person" by obtaining beneficial ownership of 15% or more of our
   outstanding Class B Common Stock, or, if earlier,

 .  10 business days (or a later date determined by our Board of Directors before
   any person or group becomes an Acquiring Person) after a person or group
   begins, or announces an intention to make, a tender offer or exchange offer,
   if the completion of the offer would result in that person or group becoming
   an Acquiring Person.

    Any current stockholder which beneficially owned more than 15% of our
outstanding Class B Common Stock as of the effective date of the Merger will not
be an Acquiring Person so long as it does not purchase or acquire beneficial
ownership of additional shares of our Class B Common Stock amounting to more
than 1% of our outstanding Class B Common Stock.  In addition, Joseph Neubauer,
the Company's Chairman and Chief Executive Officer, and certain related entities
will not be an Acquiring Person so long as they own no more than ___% of the
Company's Class B Common Stock.  Any Company securities that Mr. Neubauer
acquires after the Merger pursuant to employee benefit plans of the Company will
not be counted towards such limitation.

    The Rights Agreement refers to the date when the Rights become exercisable
as the "Distribution Date."  Until the Distribution Date, the Company's common
stock certificates (or a current ownership statement issued by the Company with
respect to uncertificated shares) will also evidence the Rights, and any
transfer of shares of common stock will also constitute a transfer of the
associated Rights.  After the Distribution Date, the Rights will separate from
the common stock and be evidenced by Rights certificates that we will mail to
all eligible holders of common stock.
<PAGE>

                                       3

    Any Rights held by an Acquiring Person become void and may not be exercised.

OTHER CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON.

 .  FLIP IN. If a person or group becomes an Acquiring Person, all holders of
   Rights associated with Class A Common Stock (except the Acquiring Person)
   may, for the Exercise Price, purchase that number of shares of the Company's
   Class A Common Stock which results from dividing the Exercise Price by 50% of
   the market price of the Company's Class B Common Stock prior to the
   acquisition, and all holders of Rights associated with the Class B Common
   Stock (except for the Acquiring Person) may, for the Exercise Price, purchase
   that number of shares of the Company's Class B Common Stock which results
   from dividing the Exercise Price by 50% of the market price of the Company's
   Class B Common Stock prior to the acquisition.

 .  FLIP OVER. If the Company is acquired in a merger or similar transaction
   after a person or group has become an Acquiring Person, all holders of Rights
   except the Acquiring Person may, for the Exercise Price, purchase shares of
   the acquiring corporation at a 50% discount to the then current market price.

PROVISIONS OF SERIES C PREFERRED STOCK.

    If the Rights are exercised and Series C Preferred Stock is issued, each one
one-thousandth of a share:

 .  Will not be redeemable;

 .  Will have the same voting power as one share of the Company's Class B Common
   Stock;

 .  Will entitle its holder to quarterly dividend payments of $.001, or an amount
   equal to the cash value of the dividend paid on one share of Class B Common
   Stock, whichever is greater;

 .  Will entitle its holder, if the Company is liquidated, to receive either $1
   or an amount equal to the cash value of the payment made on one share of
   Class B Common Stock, whichever is greater; and

 .  If shares of the Company's common stock are exchanged in a merger,
   consolidation or similar transaction, will entitle the holder to
   consideration equal to the consideration paid on one share of Class B Common
   Stock.

REDEMPTION.

    The Company's Board of Directors may redeem the Rights for $.01 per Right at
any time before any person or group becomes an Acquiring Person.  If the Board
redeems any Rights, it must redeem all of the Rights.  Once the Rights are
redeemed, the holders will have only the right to receive the redemption price.
The redemption price will be adjusted if there is a stock split or stock
dividend with respect to our common stock.

EXCHANGE.

    After a person or group becomes an Acquiring Person, but before an Acquiring
Person owns 50% or more of our outstanding Class B Common Stock, the Company's
Board of Directors may extinguish the Rights by exchanging one share of Class A
Common Stock or an equivalent security
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                                       4

for each Right associated with the Class A Common Stock and one share of Class B
Common Stock or an equivalent security for each Right associated with the Class
B Common Stock. Rights held by the Acquiring Person will be void and will not be
exchanged.

EXPIRATION.

    The Rights will expire on ________ __, 2011.  The holders of the Rights will
not become entitled to any payment or other consideration on account of the
expiration of the Rights.

ANTI-DILUTION PROVISIONS.

    The Board of Directors may adjust the purchase price of the Preferred Stock,
the number of shares of Preferred Stock issuable and the number of outstanding
Rights, in order to prevent dilution that may occur from a stock dividend, a
stock split or a reclassification of the Preferred Stock or common stock.  No
adjustments to the purchase price of the Preferred Stock of less than 1% will be
made.

AMENDMENTS TO THE RIGHTS AGREEMENT.

    The Board of Directors may amend the terms of the Rights Agreement without
the consent of the holders of the Rights.  However, after a person or group
becomes an Acquiring Person, the Board may not amend the Rights Agreement in a
way that adversely affects the holders of the Rights.