<PAGE>

                                                                     EXHIBIT 4.2








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




                         INGERSOLL-RAND COMPANY LIMITED

                                       and

                              THE BANK OF NEW YORK,

                                 as Rights Agent

                                Rights Agreement


                          Dated as of October 31, 2001

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





<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            PAGE
<S>          <C>                                                         <C>

SECTION 1.   CERTAIN DEFINITIONS.............................................1

SECTION 2.   APPOINTMENT OF RIGHTS AGENT.....................................4

SECTION 3.   ISSUE OF RIGHT CERTIFICATES.....................................4

SECTION 4.   FORM OF RIGHT CERTIFICATES......................................6

SECTION 5.   COUNTERSIGNATURE AND REGISTRATION...............................6

SECTION 6.   TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF
             RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR
             STOLEN RIGHT CERTIFICATES.......................................7

SECTION 7.   EXERCISE OF RIGHTS, PURCHASE PRICE; EXPIRATION DATE
             OF RIGHTS.......................................................7

SECTION 8.   CANCELLATION OF RIGHT CERTIFICATES..............................9

SECTION 9.   AVAILABILITY OF PREFERENCE SHARES...............................9

SECTION 10.  RECORD DATE FOR PREFERENCE SHARES..............................10

SECTION 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES
             AND NUMBER OF RIGHTS...........................................10

SECTION 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER
             OF SHARES......................................................17

SECTION 13.  CONSOLIDATION, MERGER, AMALGAMATION OR SALE OR
             TRANSFER OF ASSETS OR EARNINGS POWER...........................18

SECTION 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES........................21

SECTION 15.  RIGHTS OF ACTION...............................................22

SECTION 16.  AGREEMENT OF RIGHT HOLDERS.....................................22

SECTION 17.  RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER..............23

SECTION 18.  CONCERNING THE RIGHTS AGENT....................................23

SECTION 19.  MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE
             OF NAME OF RIGHTS AGENT........................................24

SECTION 20.  DUTIES OF RIGHTS AGENT.........................................24

SECTION 21.  CHANGE OF RIGHTS AGENT.........................................26

SECTION 22.  ISSUANCE OF NEW RIGHT CERTIFICATES.............................27

SECTION 23.  REDEMPTION.....................................................27

SECTION 24.  EXCHANGE.......................................................28
</Table>



                                       -i-

<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)


<Table>
<S>          <C>                                                          <C>
SECTION 25.  NOTICE OF CERTAIN EVENTS.......................................29

SECTION 26.  NOTICES........................................................30

SECTION 27.  SUPPLEMENTS AND AMENDMENTS.....................................30

SECTION 28.  SUCCESSORS.....................................................31

SECTION 29.  BENEFITS OF THIS AGREEMENT.....................................31

SECTION 30.  SEVERABILITY...................................................31

SECTION 31.  GOVERNING LAW..................................................31

SECTION 32.  COUNTERPARTS...................................................31

SECTION 33.  DESCRIPTIVE HEADINGS...........................................32
</Table>








                                      -ii-

<PAGE>


                                RIGHTS AGREEMENT


         Agreement, dated as of October 31, 2001, between Ingersoll-Rand
Company Limited, a Bermuda limited liability company (the "Company"), and The
Bank of New York, a New York banking corporation (the "Rights Agent").



         The Board of Directors of the Company has authorized and directed the
issuance of one Preference Share (as hereinafter defined) purchase right (a
"Right") with each Common Share (as hereinafter defined) of the Company issued
pursuant to the Agreement and Plan of Merger, dated as of October 31, 2001,
among the Company, Ingersoll-Rand Company, a New Jersey corporation ("IR-New
Jersey"), and IR Merger Corporation, a New Jersey corporation ("Merger Corp."),
each Right representing the right to purchase one one-thousandth (subject to
adjustment) of a Preference Share, 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 Common
Share that shall become in issue 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 Common Shares that shall become in issue 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 Common Shares
         then in issue, but shall not include an Exempt Person (as such term is
         hereinafter defined); provided, however, that 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 (i) such Person was unaware
         that it beneficially owned a percentage of Common Shares that would
         otherwise cause such Person to be a "Acquiring Person" or (ii) such
         Person was aware of the extent of its Beneficial Ownership of Common
         Shares but had no actual knowledge of the consequences of such
         Beneficial Ownership under this 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 Common Shares 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. Notwithstanding the foregoing, no
         Person shall become an "Acquiring Person" as the result of an
         acquisition of Common Shares by the Company which, by reducing the
         number of shares in issue, increases the proportionate number of shares
         beneficially owned by such Person to 15% or more of the Common Shares
         then in issue; provided, however, that if a Person shall become the
         Beneficial Owner of 15% or more of the


<PAGE>


         Common Shares then in issue by reason of such share acquisitions by the
         Company and thereafter become the Beneficial Owner of any additional
         Common Shares, then such Person shall be deemed to be an "Acquiring
         Person" unless upon the consummation of the acquisition of such
         additional Common Shares such Person does not own 15% or more of the
         Common Shares then in issue. The phrase "then in issue", when used with
         reference to a Person's Beneficial Ownership of securities of the
         Company, shall mean the number of such securities then in issue
         together with the number of such securities not then actually in issue
         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 U.S. 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
                  between underwriters and selling group members with respect to
                  a bona fide public offering of securities), or upon the
                  exercise of conversion rights, exchange rights, rights,
                  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 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



                                       2
<PAGE>


                  promulgated under the Exchange Act and (2) is not also then
                  reportable on Schedule 13D under the Exchange Act (or any
                  comparable or successor report); or

                           (iii) which are beneficially owned, directly or
                  indirectly, by any other Person with which such Person or any
                  of such Person's Affiliates or Associates has any agreement,
                  arrangement or understanding (whether or not in writing)
                  (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 any securities of the
                  Company.

                  (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 State in which the principal office of the Rights Agent is
         located, are authorized or obligated by law or executive order to
         close.

                  (e) "Class B Common Shares" shall mean the Class B Common
         Shares, presently par value $1.00 per share, of the Company.

                  (f) "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.

                  (g) "Common Shares" when used with reference to the Company
         shall mean the Class A Common Shares, presently par value $1.00 per
         share, of the Company. "Common Shares" when used with reference to any
         Person other than the Company shall mean the shares of share capital
         (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.

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

                  (i) "Effective Time" shall mean the effective time of the
         Merger (as such term is hereinafter defined) determined pursuant to the
         Certificate of Merger filed and declared effective by the Treasurer of
         the State of New Jersey.

                  (j) "Exempt Person" shall mean (i) the Company, (ii) any
         Subsidiary (as such term is hereinafter defined) of the Company, (iii)
         any employee benefit plan of the Company or of any Subsidiary of the
         Company, or (iv) any entity or trustee holding Common Shares 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.

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



                                       3
<PAGE>



                  (l) "Merger" shall mean the merger of Merger Corp. with and
         into IR-New Jersey, pursuant to which IR- New Jersey will become an
         indirect, wholly-owned subsidiary of the Company.

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

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

                  (o) "Preference Shares" shall mean the Series A Preference
         Shares, par value $.001 per share, of the Company having the rights and
         preferences set forth in the Amended and Restated Bye-laws of the
         Company attached to this Agreement as Exhibit A.

                  (p) "Record Date" shall mean the Effective Time.

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

                  (r) "Securities Act" shall mean the U.S. Securities Act of
         1933, as amended.

                  (s) "Share 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.

                  (t) "Subsidiary" of any Person shall mean any corporation,
         company 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, company 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 upon ten (10) days' prior written notice to the Rights
Agent. The Rights Agent shall have no duty to supervise, and shall in no event
be liable for, the acts or omissions of any such co-Rights Agent.


         SECTION 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the earlier of (i)
the tenth day after the Share 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 Common Shares aggregating
15% or more of the Common




                                       4
<PAGE>




Shares then in issue (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"), (x) the Rights will be
evidenced (subject to the provisions of Section 3(b) hereof) by the certificates
for Common Shares registered in the names of the holders thereof and not by
separate Right Certificates (as such term is hereinafter defined) and (y) the
Rights will be transferable only in connection with the transfer of Common
Shares. The Company shall give the Rights Agent prompt written notice of the
Distribution Date. As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent (after receipt of written
notice of the Distribution Date from the Company) will countersign and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send, at the expense of the Company, by first-class, postage-prepaid mail) to
each record holder of Common Shares 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 Common Share so held. As of the Distribution Date, the Rights
will be evidenced solely by such Right Certificates.


         (b) With respect to certificates for Common Shares in issue as of the
Record Date, until the Distribution Date, the Rights will be evidenced by such
certificates registered in the names of the holders thereof together with the
summary of the Rights included in the Registration Statement on Form S-4 filed
with the United States Securities and Exchange Commission in connection with the
Merger (the "Summary of Rights"). Until the Distribution Date (or the earlier of
the Redemption Date or the Final Expiration Date), the surrender for transfer of
any certificate for Common Shares in issue on the Record Date, with or without a
copy of the Summary of Rights, shall also constitute the transfer of the Rights
associated with the Common Shares represented thereby.

         (c) Certificates issued for Common Shares (including, without
limitation, upon transfer of Common Shares in issue or issuance or reissuance of
Common Shares out of authorized but unissued shares) after the Record Date but
prior to the earliest of the Distribution Date, the Redemption Date or the Final
Expiration Date shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:


                  This certificate also evidences and entitles the holder hereof
                  to certain rights as set forth in a Rights Agreement between
                  Ingersoll-Rand Company Limited and The Bank of New York, dated
                  as of October 31, 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 Ingersoll-Rand
                  Company Limited. 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. Ingersoll-Rand Company Limited will mail to the
                  holder of this certificate a copy of the Rights Agreement
                  without charge after receipt of a written request therefor.
                  Under certain circumstances, as set forth in the Rights
                  Agreement, Rights owned by or transferred to any Person




                                       5
<PAGE>


                  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 containing the foregoing legend,
until the Distribution Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate, except as otherwise
provided herein, shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby. In the event that the Company
purchases or otherwise acquires any Common Shares after the Record Date but
prior to the Distribution Date, any Rights associated with such Common Shares
shall be deemed canceled and retired so that the Company shall not be entitled
to exercise any Rights associated with the Common Shares which are no longer in
issue; provided, however, that any Common Shares issued by the Company as a
result of the conversion of Class B Common Shares after the Record Date but
prior to the Distribution Date shall have Rights associated with them pursuant
to this Agreement even if for a period of time after their conversion from Class
B Common Shares but prior to their acquisition by a third party they are held by
the Company, but in no event shall such Rights be effective during any time that
the Common Shares are held by the Company.

         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 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. The
Right Certificates shall be in a machine printable format and in a form
reasonably satisfactory to the Rights Agent. The Right Certificates shall show
the date of countersignature and, 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 Preference Share as shall be
set forth therein at the price per one one-thousandth of a Preference Share set
forth therein (the "Purchase Price"), but the number of such one one-thousandths
of a Preference Share 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 any one of the
Chairman or Deputy Chairman of the Board of Directors, the President, any of the
Vice Presidents, the Treasurer or the Controller 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 manually countersigned by the Rights Agent and shall not
be valid for any purpose unless countersigned. In case any officer of the
Company who shall have signed any of the Right Certificates shall cease to be
such officer of the Company before countersignature by the



                                       6
<PAGE>


Rights Agent and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the Person who signed
such Right Certificates had not ceased to be such officer of the Company; and
any Right Certificate may be signed on behalf of the Company by any Person who,
at the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Agreement any such Person was not such an officer.

         (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at an office or agency 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
Preference Share as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall
make 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 or agency of the Rights Agent designated for
such purpose. 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 by the holders of
Rights 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.

         (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 reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Right Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them,
and, at the Company's request, reimbursement to the Company and the Rights Agent
of all reasonable expenses incidental thereto, and upon surrender to the Rights
Agent and cancellation of the Right Certificate if mutilated, the Company will
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



                                       7
<PAGE>


side thereof duly executed, to the Rights Agent at the office or agency of the
Rights Agent designated for such purpose, together with payment of the Purchase
Price for each one one-thousandth of a Preference Share as to which the Rights
are exercised, at any time which is both after the Distribution Date and prior
to the earliest of (i) the close of business on December 22, 2008 (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 $200 for each one
one-thousandth of a Preference Share purchasable upon the exercise of a Right.
The Purchase Price and the number of one one-thousandths of a Preference Share
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 Preference Shares to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right Certificate in
accordance with Section 9 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 Preference
Share certificates for the number of Preference Shares 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 depositary receipts
representing interests in such number of one one-thousandths of a Preference
Share as are to be purchased (in which case certificates for the Preference
Shares 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 appropriate, 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 appropriate,
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) 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



                                       8
<PAGE>



such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) thereof as the Company shall reasonably request. The Rights
Agent will endeavor to comply with the provisions hereof to the extent it has
received instructions from the Company concerning such matters.


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

         SECTION 9. AVAILABILITY OF PREFERENCE SHARES. (a) The Company covenants
and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preference Shares, the number of Preference Shares that
will be sufficient to permit the exercise in full of all Rights in issue.

         (b) So long as the Preference Shares (and, following the time that a
Person becomes an Acquiring Person, Common Shares 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
Preference Shares (and following the time that a Person first becomes an
Acquiring Person, Common Shares and other securities) upon the exercise of
Rights, to register and qualify such Preference Shares (and following the time
that a Person first becomes an Acquiring Person, Common Shares 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 issue a public announcement, in each case
with simultaneous written notice 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.
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 shall have been obtained and until a registration statement
under the Securities Act (if required) shall have been declared effective. The
Rights Agent may assume that any Right exercised is permitted to be exercised
under applicable law and shall have no liability for acting in reliance upon
such assumption.



                                       9
<PAGE>


         (d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all Preference Shares (and, following the
time that a Person becomes an Acquiring Person, Common Shares 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 federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Right Certificates or
of any Preference Shares (or Common Shares or other securities) upon the
exercise of Rights. The Company shall not, however, be required to pay any
transfer tax which may be payable in respect of any transfer or delivery of
Right Certificates to a Person other than, or the issuance or delivery of
certificates or depositary receipts for the Preference Shares (or Common Shares
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 Preference Shares (or Common
Shares or other securities) upon the exercise of any Rights until any such tax
shall have been paid (any such tax 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 is due.

         SECTION 10. RECORD DATE FOR PREFERENCE SHARES. Each Person in whose
name any certificate for Preference Shares is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the
Preference Shares represented thereby on, and such certificate shall be dated,
the date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer
taxes) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preference Share 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 Preference Share 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 Preference Shares for which
the Rights shall be exercisable, including, without limitation, the right to
vote or to receive dividends or other distributions, 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 Preference Shares or other
securities or property purchasable upon exercise of each Right and the number of
Rights in issue 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 Preference Shares payable
         in Preference Shares, (B) subdivide the Preference Shares in issue, (C)
         combine the Preference Shares in issue into a smaller number of
         Preference Shares or (D) issue any shares of its authorized share
         capital in a reclassification of the Preference Shares (including any
         such reclassification in connection with a consolidation, merger or
         amalgamation 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



                                       10
<PAGE>


         the effective date of such subdivision, combination or
         reclassification, and the number and kind of shares of share capital
         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 share capital which,
         if such Right had been exercised immediately prior to such date and at
         a time when the Preference Shares 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 share capital of the Company
         issuable upon exercise of one Right.

                  (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 multiplied by the number of one
         one-thousandths of a Preference Share for which a Right is then
         exercisable, in accordance with the terms of this Agreement and in lieu
         of Preference Shares, such number of Common Shares (or at the option of
         the Company, such number of one one-thousandths of Preference Shares)
         as shall equal the result obtained by (x) multiplying the then current
         Purchase Price by the number of one one-thousandths of a Preference
         Share for which a Right is then exercisable and dividing that product
         by (y) 50% of the then current per share market price of the Common
         Shares (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 Common Shares so receivable upon exercise of a Right
         shall thereafter be subject to further adjustment as appropriate in
         accordance with Section 11(f) hereof. 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 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 shall
         have no liability to any holder of Right Certificates or other Person
         as a result of its determination or its 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 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 void pursuant to the


                                       11
<PAGE>
         provisions of this paragraph shall be canceled. 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 Common
         Share issuable upon the exercise of Rights in accordance with the
         foregoing subparagraph (ii) such number or fractions of Preference
         Shares having an aggregate current market value equal to the current
         per share market price of a Common Share. In the event that there shall
         not be sufficient Common Shares issued but not in issue 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 Common Shares 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 a Preference Share 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 void pursuant to Section
         11(a)(ii)), make adequate provision to substitute for the Common Shares
         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) Preference Shares or other equity
         securities of the Company (including, without limitation, shares or
         fractions of Preference Shares which, by virtue of having dividend,
         voting and liquidation rights substantially comparable to those of the
         Common Shares, are deemed in good faith by the Board of Directors to
         have substantially the same value as the Common Shares (such Preference
         Shares and shares or fractions of Preference Shares are hereinafter
         referred to as "Common Share 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 Common Shares
         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, Common Shares (to the extent available), and then, if
         necessary, such number or fractions of Preference Shares (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 Common Shares
         could be authorized for issuance upon exercise in full of the Rights,
         then, if the Board of Directors so elects, the thirty (30) day 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


                                       12
<PAGE>


         shareholder 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 Rights in issue 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. For purposes of this Section 11(a)(iii), the value of the
         Common Shares 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 Share
         equivalent" shall be deemed to equal the current per share market price
         of the Common Shares. The Board of Directors of the Company may, but
         shall not be required to, establish procedures to allocate the right to
         receive Common Shares 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 Preference Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preference Shares (or shares having the same rights,
privileges and preferences as the Preference Shares ("equivalent Preference
Shares")) or securities convertible into Preference Shares or equivalent
Preference Shares at a price per Preference Share or equivalent Preference
Shares (or having a conversion price per share, if a security convertible into
Preference Shares or equivalent Preference Shares) less than the then current
per share market price of the Preference Shares (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 Preference Shares and equivalent Preference Shares in
issue on such record date plus the number of Preference Shares and equivalent
Preference Shares which the aggregate offering price of the total number of
Preference Shares and/or equivalent Preference 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 Preference Shares and equivalent Preference Shares
in issue on such record date plus the number of additional Preference Shares
and/or equivalent Preference 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 share capital of the Company issuable upon exercise of one Right. In
case such subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent.
Preference Shares and equivalent Preference Shares owned by or held for the
account of the Company shall not be deemed in issue for the purpose of any such
computation. Such adjustment shall be made successively whenever



                                       13
<PAGE>


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 Preference Shares (including any such
distribution made in connection with a consolidation, merger or amalgamation in
which the Company is the continuing or "surviving" corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash dividend or a
dividend payable in Preference Shares) 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
Preference Shares (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 statement
filed with the Rights Agent) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to one Preference Share, and the denominator of which shall be such
current per share market price (determined pursuant to Section 11(d) hereof) of
the Preference Shares; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of share capital of the Company to be issued
upon exercise of one Right. Such adjustments shall be made successively whenever
such a record date is fixed; and in the event that such distribution is not so
made, the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

         (d) (i) 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 such date; provided,
         however, that in the event that the current per share market price of
         the Security is determined during a period following the announcement
         by the issuer of such Security of (A) a dividend or distribution on
         such Security payable in shares of such Security or securities
         convertible into such shares, or (B) any subdivision, combination or
         reclassification of such Security, and prior to the expiration of 30
         Trading Days after the ex-dividend date for such dividend or
         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


                                       14
<PAGE>


         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 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
         Preference Shares are publicly traded, the "current per share market
         price" of the Preference Shares shall be determined in accordance with
         the method set forth in Section 11(d)(i). If the Preference Shares are
         not publicly traded but the Common Shares are publicly traded, the
         "current per share market price" of the Preference Shares shall be
         conclusively deemed to be the current per share market price of the
         Common Shares as determined pursuant to Section 11(d)(i) multiplied by
         one thousand (appropriately adjusted to reflect any share division,
         share dividend or similar transaction occurring after the date hereof).
         If neither the Common Shares nor the Preference Shares are 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 statement filed
         with the Rights Agent.

         (e) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one ten-thousandth of a
Preference Share or Common Share 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 share capital of the Company other than the Preference
Shares, 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 Preference Shares 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 Preference Shares shall apply on
like terms to any such other shares.

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


                                       15
<PAGE>


         (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 in issue immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-thousandths of
a Preference Share (calculated to the nearest one ten-thousandth of a Preference
Share) 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 Preference Share
purchasable upon the exercise of a Right. Each of the Rights in issue after such
adjustment of the number of Rights shall be exercisable for the number of one
one-thousandths of a Preference Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on 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 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 Preference Share issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number of one one-thousandths
of a Preference Share which were expressed in the initial Right Certificates
issued hereunder.

         (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value of the Preference Shares or other
shares of the authorized share capital 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 Preference Shares or other such shares at such
adjusted Purchase Price.



                                       16
<PAGE>


         (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date of
the Preference Shares and other share capital or securities of the Company, if
any, issuable upon such exercise over and above the Preference Shares and other
share capital 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 Preference Shares, issuance
wholly for cash of any Preference Shares at less than the current market price,
issuance wholly for cash or Preference Shares or securities which by their terms
are convertible into or exchangeable for Preference Shares, dividends on
Preference Shares payable in Preference Shares or issuance of rights, options or
warrants referred to herein above in Section 11(b), hereafter made by the
Company to holders of its Preference Shares shall not be taxable to such
shareholders.

         (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 Shares payable in Common Shares or (ii) effect a subdivision, combination
or consolidation of the Common Shares (by reclassification or otherwise than by
payment of a dividend payable in Common Shares) into a greater or lesser number
of Common Shares, then in any such case, the number of Rights associated with
each Common Share then in issue, or issued or delivered thereafter, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each Common Share following any such event shall equal the result obtained by
multiplying the number of Rights associated with each Common Share immediately
prior to such event by a fraction the numerator of which shall be the total
number of Common Shares in issue immediately prior to the occurrence of the
event and the denominator of which shall be the total number of Common Shares in
issue immediately following the occurrence of such event.

         (o) The Company agrees that, after the earlier of the Distribution Date
or the Share 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 statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Common Shares or the
Preference Shares a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate in accordance with Section 25
hereof (if so required under



                                       17
<PAGE>


Section 25 hereof). The Rights Agent shall be fully protected in relying on any
such certificate and on any adjustment therein contained and shall not be deemed
to have knowledge of any such adjustment unless and until it shall have received
such certificate.

         SECTION 13. CONSOLIDATION, MERGER, AMALGAMATION 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 merge or
amalgamate with and into any other Person, (ii) any Person shall consolidate
with the Company, or any Person shall merge or amalgamate with and into the
Company and the Company shall be the continuing or "surviving" corporation of
such merger or amalgamation and, in connection with such merger or amalgamation,
all or part of the Common Shares 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 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 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 Preference
Share 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 thereafter pursuant to Sections
11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with the terms of
this Agreement and in lieu of Preference Shares, such number of validly issued,
fully paid and non-assessable and freely tradeable Common Shares 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 Preference Share 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(h), 11(i) and 11(m)) and (2) dividing that product by 50% of the then
current per share market price of the Common Shares of such Principal Party
(determined pursuant to Section 11(d)(i) hereof) on the date of consummation of
such consolidation, merger, amalgamation, sale or transfer; provided, that the
Purchase Price and the number of Common Shares 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, amalgamation, sale
or transfer; (B) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such consolidation, merger, amalgamation, 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 Common Shares 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 its
Common Shares thereafter deliverable upon the exercise of the Rights; provided,
that, upon the subsequent occurrence of any consolidation, merger, amalgamation,
sale or transfer of assets or other extraordinary transaction in respect of such
Principal Party, each holder of a Right shall



                                       18
<PAGE>


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
Shares of the Principal Party receivable upon the exercise of a Right pursuant
to this Section 13(a), and such 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 clause (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 Common Shares are
         converted in such merger, amalgamation or consolidation, or, if there
         is more than one such issuer, the issuer the Common Shares of which
         have the greatest aggregate market value of shares in issue, or (B) if
         no securities are so issued, (x) the Person that is the other party to
         the merger or amalgamation, if such Person survives said merger or
         amalgamation, or, if there is more than one such Person, the Person the
         Common Shares of which have the greatest aggregate market value of
         shares in issue or (y) if the Person that is the other party to the
         merger or amalgamation does not survive the merger or amalgamation, the
         Person that does survive the merger or amalgamation (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 Shares having the greatest aggregate market value of shares in
         issue;

provided, however, that in any such case described in the foregoing clause
(b)(i) or (b)(ii), (1) if the Common Shares 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, and if such Person is a direct or indirect
Subsidiary of another Person the Common Shares 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 Shares 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 Shares having the greatest aggregate market value of shares in issue, 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 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.


                                       19
<PAGE>


         (c) The Company shall not consummate any consolidation, merger,
amalgamation, 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, amalgamation, 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 earlier of the close of business on the
         Redemption Date or the Final Expiration Date, and similarly comply with
         applicable state securities laws;

                  (ii) use its best efforts, if the Common Shares 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 Shares 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 Shares of the Principal
         Party subject to purchase upon exercise of Rights in issue.

         (d) In case the Principal Party which is to be a party to a transaction
referred to in this Section 13 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, Common Shares 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 Shares 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 Shares of such Principal
Party pursuant to the provisions of Section 13, then, in such event, the Company
hereby agrees with each holder of



                                       20
<PAGE>


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 canceled, 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,
amalgamation, sale, transfer or other transaction there are any rights, warrants
or other instruments or securities in issue 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, amalgamation, sale, transfer of other son 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.

         (f) In no event shall the Rights Agent have any liability in respect of
any such Principal Party transactions, including, without limitation, the
property thereof. The Rights Agent may rely and be fully protected in relying
upon a certificate of the Company stating that the provisions of this Section 13
have been fulfilled. Notwithstanding anything in this Agreement to the contrary,
the prior written consent of the Rights Agent must be obtained in connection
with any supplemental agreement which alters the rights or duties of the Rights
Agent.

         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,
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


                                       21
<PAGE>


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 Preference
Shares (other than fractions which are integral multiples of one one-thousandth
of a Preference Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preference Shares (other than fractions which are
integral multiples of one one-thousandth of a Preference Share). Interests in
fractions of Preference Shares in integral multiples of one one-thousandth of a
Preference Share may, at the election of the Company, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Company and a
depositary selected by it; provided, 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 Preference
Shares represented by such depositary receipts. In lieu of fractional Preference
Shares that are not integral multiples of one one-thousandth of a Preference
Share, the Company shall pay to the registered holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of one Preference Share. For the
purposes of this Section 14(b), the current market value of a Preference Share
shall be the closing price of a Preference Share (as determined pursuant to
Section 11(d)(i) 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).

         SECTION 15. RIGHTS OF ACTION. All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and the Company hereby unilaterally and irrevocably covenants in
favor of such holders to perform all obligations of the Company under this
Agreement (including the right to refrain from taking any actions as permitted
by this Agreement); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the Common Shares), without the consent of
the Rights Agent or of the holder of any other Right Certificate (or, prior to
the Distribution Date, of the Common Shares), 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 Shares) 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:



                                       22
<PAGE>


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

         (b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the office or agency 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
Shares certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of ownership or writing
on the Right Certificates or the Common Shares certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall be affected by any notice to the
contrary; 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 or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority prohibiting or otherwise restraining
performance of such obligation; provided that the Company must use its
reasonable best efforts to have any such order, decree or ruling lifted or
otherwise overturned as soon as possible.

         SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. 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 Preference Shares or
any other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (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 such compensation as shall be agreed to in writing between
the Company and the Rights Agent for all services rendered by it hereunder and,
from time to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense, incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement (whether asserted by the Company, a holder
of a Right or any other Person) including the costs and expenses of defending



                                       23
<PAGE>


against any claim of liability arising therefrom, directly or indirectly. The
provisions of this Section 18(a) shall survive the expiration of the Rights and
the termination of this Agreement.


         (b) The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in connection
with, its administration of this Agreement in reliance upon any Right
Certificate or certificate for the Preference Shares or Common Shares or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, instruction, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed and executed by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof.
Notwithstanding anything in this Agreement to the contrary, in no event shall
the Rights Agent be liable for special, indirect, punitive or consequential 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 the loss or
damage and regardless of the form of the action.



         SECTION 19. MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT. (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or amalgamated or with which it may be consolidated,
or any corporation resulting from any merger, amalgamation or consolidation to
which the Rights Agent or any successor Rights Agent shall be a party, or any
corporation succeeding to all or substantially all the share transfer or
corporate trust powers 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 corporation 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.


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

         SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the
duties and obligations expressly imposed by this Agreement, and no implied
duties or obligations shall be read into this Agreement against the Rights
Agent, 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 of its selection
(who may be legal counsel for the Company), and the opinion of such counsel
shall be full and complete



                                       24
<PAGE>


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

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


         (c) The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own gross negligence or willful misconduct; provided,
however, that the Rights Agent shall not be liable for any indirect, special,
consequential or punitive damages.


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

         (e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights becoming 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 the
Rights Agent's actual 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 Preference Shares or other securities to be issued pursuant
to this Agreement or any Right Certificate or as to whether any Preference
Shares or other securities will, when issued, be validly authorized and issued,
fully paid and nonassessable, nor shall the Rights Agent be responsible for the
legality of the terms hereof in its capacity as an administrative agent.

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

         (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person reasonably believed by the Rights Agent to be one of the Chairman of the
Board of Directors, the President, the Chief Financial


                                       25
<PAGE>


Officer or the Secretary of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be liable
for any action taken or suffered by it in good faith in accordance with
instructions of any such officer or for any delay in acting while waiting for
those 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 or omitted by the Rights Agent under this
Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken 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 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 or omitted.

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

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

         (j) If, with respect to any Right 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 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.

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

         (l) The Company agrees to give the Rights Agent prompt written notice,
as soon as reasonably practicable, of any event or ownership which would
prohibit the exercise or transfer of the Right Certificates.


         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




                                       26
<PAGE>

writing mailed to the Company. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be. 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 Rights Agent or registered holder of any
Right Certificate may, at the reasonable expense of the Company, apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or any State thereof, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent 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 Shares
or Preference Shares, 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 forms
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Common Shares following the Distribution Date and
prior to the earlier of the Redemption Date and the Final Expiration Date, the
Company may with respect to Common Shares so issued or sold (i) pursuant to 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, including, without limitation, the conversion of Class B
Common Shares into Common Shares or (iv) pursuant to 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.

         SECTION 23. REDEMPTION. (a) The Board of Directors of the Company may,
at any time prior to such time as any Person first becomes an Acquiring Person,
redeem all but not less than all the then in issue Rights at a redemption price
of $.01 per Right, appropriately adjusted to



                                       27
<PAGE>


reflect any share division, share 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 Company may, at its option, pay the
Redemption Price in cash, Common Shares (based on the current market price of
the Common Shares at the time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors.

         (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 (with simultaneous written notice to the Rights
Agent) of any such redemption; provided, however, that the failure to give, or
any defect in, any such notice shall not affect the validity of such redemption.
Within 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 all the holders of the then in issue Rights at their
last addresses as they appear upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent for
the Common Shares. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such
notice of redemption 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 first becomes an Acquiring Person,
exchange all or part of the Rights then in issue and exercisable (which shall
not include Rights that have become void pursuant to the provisions of Section
11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any share division, share dividend or
similar transaction occurring after the date hereof and subject to adjustment as
set forth in clause (c) below (such exchange ratio being hereinafter referred to
as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after (1) any Person
(other than an Exempt Person), together with all Affiliates and Associates of
such Person, becomes the Beneficial Owner of Common Shares aggregating 50% or
more of the Common Shares then in issue or (2) the occurrence of an event
specified in Section 13(a) hereof.

         (a) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice (with simultaneous written notice to
the Rights Agent) of any such exchange; provided, however, that the failure to
give, or any defect in, such notice shall not affect the validity of such
exchange. The Company 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



                                       28
<PAGE>


upon the registry books of the Rights Agent. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the notice. Each such notice of exchange will state the method by which the
exchange of the Common Shares for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.

         (c) In the event that there shall not be sufficient Common Shares
authorized but not in issue to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company may, in its discretion, take such
action as may be necessary to authorize additional Common Shares for issuance
upon exchange of the Rights. In the event that the Company shall determine not
to take such action or shall, after good faith effort, be unable to take such
action as may be necessary to authorize such additional Common Shares, the
Company shall substitute, to the extent of such insufficiency, for each Common
Share that would otherwise be issuable upon exchange of a Right, a number of
Preference Shares or fractions thereof (or equivalent Preference 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 Common Share (determined pursuant to Section 11(d)
hereof) as of the date of issuance of such Preference Shares or fractions
thereof (or equivalent Preference Shares).

         (d) The Company shall not, in connection with any exchange pursuant to
this Section 24, be required to issue fractions of Common Shares or to
distribute certificates which evidence fractional Common Shares. In lieu of such
fractional Common Shares, the Company shall pay to the registered holders of the
Right Certificates with regard to which such fractional Common Shares would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole Common Share. For the purposes of this paragraph
(d), the current market value of a whole Common Share shall be the closing price
of a Common Share (as determined pursuant to the second sentence of Section
11(d)(i) 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 Share Acquisition
Date propose (i) to pay any dividend payable in shares of any class to the
holders of its Preference Shares or to make any other distribution to the
holders of its Preference Shares (other than a regular quarterly cash dividend),
(ii) to offer to the holders of its Preference Shares rights or warrants to
subscribe for or to purchase any additional Preference Shares or shares of any
class or any other securities, rights or options, (iii) to effect any
reclassification of its Preference Shares (other than a reclassification
involving only the subdivision of Preference Shares in issue), (iv) to effect
the liquidation, dissolution or winding up of the Company, or (v) to declare or
pay any dividend on the Common Shares payable in Common Shares or to effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares),
then, in each such case, the Company shall give to each holder of a Right
Certificate and to the Rights Agent, 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 Shares and/or



                                       29
<PAGE>


Preference Shares, 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 Preference Shares
for purposes of such action, and in the case of any such other action, at least
10 days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares and/or Preference
Shares, 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 and to the Rights Agent (or if occurring
prior to the Distribution Date, the holders of the Common Shares) 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, addressed (until another address is filed in writing with
the Rights Agent) as follows:

                              Ingersoll-Rand Company Limited
                              200 Chestnut Ridge Road
                              Woodcliff Lake, New Jersey 07677
                              Attention: Secretary

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, addressed (until another address
is filed in writing with the Company) as follows:


                              The Bank of New York
                              101 Barclay, Floor 12 West
                              New York, New York 10286
                              Attention: Stock Transfer Administration


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

         SECTION 27. SUPPLEMENTS AND AMENDMENTS. Except as otherwise provided in
this Section 27, for so long as the Rights are then redeemable, the 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 otherwise provided in 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 Right
Certificates in


                                       30
<PAGE>


order to (i) cure any ambiguity, (ii) correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period hereunder or (iv)
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable; provided, that no such supplement or amendment
shall 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),
and no such amendment may cause the Rights again to become redeemable or 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.
Without limiting the foregoing, the Company may at any time prior to such time
as any Person becomes an Acquiring Person amend this Agreement to lower the 15%
thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of
(i) the sum of .001% and the largest percentage of the Common Shares in issue
then known by the Company to be beneficially owned by any Person (other than any
Exempt Person) and (ii) 10%. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section, the Rights Agent
shall execute such supplement or amendment. Notwithstanding any other provision
hereof, the Rights Agent's consent must be obtained regarding any amendment or
supplement pursuant to this Section 27 which alters the Rights Agent's rights or
duties.

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

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

         SECTION 30. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement 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 New York 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 (without regard to any principles of
conflicts of law of 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.



                                       31
<PAGE>


         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.

             [The remainder of this page intentionally left blank.]









                                       32
<PAGE>



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

                                    The common seal of INGERSOLL-RAND
                                    COMPANY LIMITED was affixed hereto in the
                                    presence of:

(SEAL)


                                       /s/ PATRICIA NACHTIGAL
                                    --------------------------------------------
                                    Name:  Patricia Nachtigal
                                    Title: Vice President


                                    THE BANK OF NEW YORK,
                                    as Rights Agent


                                    By    /s/ JEFFREY GROSSE
                                       -----------------------------------------
                                       Name:  Jeffrey Grosse
                                       Title: Vice President



<PAGE>


                                    EXHIBIT A

         Amended and Restated Bye-laws of Ingersoll-Rand Company Limited


                                [SEE ANNEX III]








                                      A-1
<PAGE>



                                    EXHIBIT B

                            Form of Right Certificate

Certificate No.  R- _____                                          _____ Rights

              NOT EXERCISABLE AFTER DECEMBER 22, 2008 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

                         INGERSOLL-RAND COMPANY LIMITED


         This certifies that ___________ or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of October 31, 2001, as the same may be amended from time to
time (the "Rights Agreement"), between Ingersoll-Rand Company Limited, a Bermuda
limited liability company (the "Company"), and The Bank of New York, a New York
banking corporation (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 December 22, 2008 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
Series A Preference Share, par value of $.001 per share (a "Preference Share"),
of the Company, at a purchase price of $200 per one one-thousandth of a
Preference Share (the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Right Certificate (and the number of one
one-thousandths of a Preference Share which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of the Effective Time (as such term is defined in the
Rights Agreement), based on the Preference Shares as constituted at such date.
As provided in the Rights Agreement, the Purchase Price, the number of one
one-thousandths of a Preference Share (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.


         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



                                      B-1
<PAGE>


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 Preference Shares as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to
purchase. If this Right Certificate shall be exercised in part, the holder shall
be entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate (i) may be redeemed by the Company at a redemption price of
$.01 per Right, (ii) may be exchanged in whole or in part for Preference Shares,
par value $.001 per share, or Common Shares, par value $1.00 per share, of the
Company, or (iii) any other form of consideration deemed appropriate by the
Board of Directors.

         No fractional Preference Shares 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 Preference Share, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.

         No holder of this Right Certificate, as such, shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of the Preference
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders (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 an authorized signatory of the Rights
Agent.


                                      B-2
<PAGE>


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


ATTEST:                                   INGERSOLL-RAND COMPANY LIMITED



By ______________________                 By ________________________________



Countersigned:

THE BANK OF NEW YORK,
as Rights Agent


By ___________________________            Date of Countersignature:
      Authorized Signatory




                                      B-3
<PAGE>



                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

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

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


--------------------------------------------------------------------------------
     (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.


---------------------------------------------------
                 (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



                                      B-4

<PAGE>
              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 Right
                                  Certificate)

To INGERSOLL-RAND COMPANY LIMITED:

         The undersigned hereby irrevocably elects to exercise _______________
Rights represented by this Right Certificate to purchase the Preference Shares
(or other securities or property) issuable upon the exercise of such Rights and
requests that certificates for such Preferred Shares (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.




                                      B-5
<PAGE>
            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, such Assignment or Election to Purchase will not be honored.









                                      B-6