<PAGE>
                                                                     EXHIBIT 4.1

                               JABIL CIRCUIT, INC.

                                       and

                          EquiServe Trust Company, N.A.


                                  Rights Agent



                                RIGHTS AGREEMENT




                          Dated as of October 19, 2001



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                   <C>
Section 1. Certain Definitions...........................................................................1
Section 2. Appointment of Rights Agent...................................................................6
Section 3. Issue of Rights Certificates..................................................................7
Section 4. Form of Rights Certificates...................................................................9
Section 5. Countersignature and Registration............................................................10
Section 6. Transfer, Split Up, Combination, and Exchange of Rights Certificates; Mutilated, Destroyed,
                  Lost, or Stolen Rights Certificates...................................................10
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights................................11
Section 8. Cancellation and Destruction of Rights Certificates..........................................14
Section 10. Preferred Stock Record Date.................................................................15
Section 11. Adjustment of Purchase Price, Number and Kind of Shares, and Number of Rights...............16
Section 12. Certificate of Adjusted Purchase Price or Number of Shares..................................26
Section 13. Consolidation, Merger, or Sale or Transfer of Assets or Earning Power.......................26
Section 14. Fractional Rights and Fractional Shares.....................................................29
Section 15. Rights of Action............................................................................30
Section 16. Agreement of Rights Holders.................................................................31
Section 17. Rights Certificate Holder Not Deemed a Shareholder..........................................32
Section 18. Concerning the Rights Agent.................................................................32
Section 19. Merger or Consolidation or Change of Name of Rights Agent...................................33
Section 20. Duties of Rights Agent......................................................................33
Section 21. Change of Rights Agent......................................................................36
Section 22. Issuance of New Rights Certificates.........................................................37
Section 23. Redemption and Termination..................................................................38
Section 24. Exchange....................................................................................38
Section 25. Notice of Certain Events....................................................................40
Section 26. Notices.....................................................................................41
Section 27. Supplements and Amendments..................................................................42
Section 28. Successors..................................................................................42
Section 29. Determinations and Actions by the Board of Directors........................................42
Section 30. Benefits of this Agreement..................................................................43
Section 31. Severability................................................................................43
Section 32. Governing Law...............................................................................43
Section 33. Counterparts................................................................................44
Section 34. Descriptive Headings........................................................................44
</TABLE>



Exhibit A - Form of Certificate of Designation
Exhibit B - Form of Rights Certificate
Exhibit C - Summary of Rights


                                        i


<PAGE>

                                RIGHTS AGREEMENT

         RIGHTS AGREEMENT, dated as of October 19, 2001 (the "Agreement"),
between JABIL CIRCUIT, INC., a Delaware corporation (the "Company"), and
EquiServe Trust Company, N.A., (the "Rights Agent").

         Effective October 18, 2001 (the "Rights Dividend Declaration Date"),
the Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each share of Common Stock outstanding at the
Close of Business on October 29, 2001 (the "Record Date"), and has authorized
the issuance of one Right (subject to adjustment as provided herein) for each
share of Common Stock issued between the Record Date and the Distribution Date,
each Right initially representing the right to purchase one one-thousandth of
one share of Preferred Stock of the Company upon the terms and subject to the
conditions set forth herein (the "Rights").

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

         SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:

         (a) "Acquiring Person" means any Person who, together with all
Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more
of the shares of Common Stock then outstanding, other than as the result of an
offer for all outstanding shares of Common Stock determined by the Board of
Directors to be fair to and otherwise in the best interests of the Company and
its stockholders, but shall not include an Exempt Person. Notwithstanding the
foregoing: (i) no Person shall become an "Acquiring Person" as a result of an
acquisition of Common Stock by the Company that, by reducing the aggregate
number of shares of Common Stock outstanding, increases the percentage of the
total number of shares of Common Stock outstanding that are beneficially owned
by such Person to 15% or more; however, if a Person shall become the Beneficial
Owner of 15% or more of the Common Stock then outstanding by reason of purchases
of Common Stock by the Company and such Person shall, after such share purchases
by the Company, become the Beneficial Owner of additional shares of Common Stock
totaling 1% or more of the shares of Common Stock then outstanding other than as
the result of an offer for all outstanding shares of Common Stock determined by
the Board of Directors to be fair and otherwise in the best interests of the
Company and its stockholders, then such Person shall constitute an "Acquiring
Person" and (ii) if the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an Acquiring Person, as defined
pursuant to the foregoing provisions of this


<PAGE>

paragraph (a), has become such inadvertently and in good faith, and, if
requested by the Board of Directors, such Person agrees to divest himself of a
sufficient number of shares of Common Stock so that such Person would no longer
be an Acquiring Person, as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall not be deemed to be an "Acquiring Person"
for any purposes of this Agreement.

         (b) "Act" means the Securities Act of 1933, as amended and as in
effect on the date of this Agreement.

         (c) "Adjustment Share Amount" shall have the meaning set forth in
Section 11(a)(ii).

         (d) "Adverse Person" means any Person who the Board of Directors
declares to be an Adverse Person, upon (i) a determination that such Person,
alone or together with its Affiliates and Associates, has, at any time after the
Rights Dividend Declaration Date, become the Beneficial Owner of an amount of
Common Stock that the Board of Directors determines to be substantial (which
amount shall in no event be less than 10% of the shares of Common Stock then
outstanding) and (ii) a determination by at least a majority of the Board of
Directors who are not representatives, nominees, Affiliates, or Associates of
such Adverse Person, after reasonable inquiry and investigation, that (A) such
Beneficial Ownership by such Person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such Person or to cause
pressure on the Company to take action or enter into a transaction or series of
transactions under circumstances where the Board of Directors determine that the
best long-term interests of the Company and its stockholders would not be served
by taking such action or entering into such transactions or series of
transactions at that time or (B) such Beneficial Ownership is causing or
reasonably likely to cause a material adverse effect (including impairment of
relationships with customers, impairment of the Company's ability to maintains
its competitive position, or impairment of the Company's business reputation or
ability to deal with governmental agencies) on the business or prospects of the
Company (it being understood that a finding of qualification, suitability, or
the like by any regulatory body shall not preclude the Board of Directors from
declaring such Person to be an Adverse Person).

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

         (f) "Agreement" shall have the meaning set forth in the preface at the
beginning of this Agreement.



                                       2
<PAGE>

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

                  (i) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such right
is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement, or understanding (whether or not in writing) or upon the
exercise of conversion rights, exchange rights, rights (other than the Rights),
warrants or options, or otherwise. A Person shall not, however, be deemed the
"Beneficial Owner" of, or to "beneficially own," (A) securities tendered
pursuant to a tender or exchange offer made by such Person or any of such
Person's Affiliates or Associates until such tendered securities are accepted
for purchase or exchange, or (B) securities issuable upon exercise of Rights at
any time before the occurrence of a Triggering Event, or (C) securities issuable
upon exercise of Rights from and after the occurrence of a Triggering Event if
the Rights were acquired by such Person or any of such Person's Affiliates or
Associates before the Distribution Date or pursuant to Section 3(a) or Section
22 (the "Original Rights") or pursuant to Section 11(i) in connection with an
adjustment made with respect to any Original Rights;

                  (ii) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General
Rules and Regulations under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing; that a
Person shall not be deemed, however, the "Beneficial Owner" of, or to
"beneficially own," any security under this subparagraph (ii) as a result of an
agreement, arrangement, or understanding to vote such security if such
agreement, arrangement, or understanding: (A) arises solely from a revocable
proxy given in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable provisions of the General Rules and
Regulations under the Exchange Act and (B) is not also then reportable by such
Person pursuant to Regulation 13D-G under the Exchange Act (or any comparable or
successor regulation); or

                  (iii) that are beneficially owned, directly or indirectly, by
any other Person (or any Affiliate or Associate thereof) with which such Person
(or any of such Person's Affiliates or Associates) has any agreement,
arrangement, or understanding (whether or not in writing), for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy as described in
the proviso to subparagraph (ii) of this paragraph (g)), or disposing of any
voting securities of the Company. Nothing in this paragraph (g), however, shall
cause a person engaged in business as an underwriter of securities to be



                                       3
<PAGE>

the "Beneficial Owner" of, or to "beneficially own," any securities acquired
through such person's participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of such
acquisition.

         (h) "Business Day" means any day other than a Saturday, Sunday, or a
day on which banking institutions in the Commonwealth of Massachusetts are
authorized or obligated by law or executive order to close.

         (i) "Close of Business" on any given date means 5:00 p.m., eastern
time, on such date. If such date is not a Business Day, however, it means 5:00
p.m., eastern time, on the next succeeding Business Day.

         (j) "Common Stock" means the common stock, par value $.001 per share,
of the Company, except that "common stock" when used with reference to any
Person other than, the Company means the capital stock of such Person with the
greatest voting power, or the equity securities or other equity interest having
power to control or direct the management, of such Person.

         (k) "Company" shall have the meaning set forth in the preface above.

         (l) "current market price" shall have the meaning set forth in Section
11(d).

         (m) "Current Value" shall have the meaning set forth in Section
11(a)(iii).

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

         (o) "Common Stock Equivalent" shall have the meaning set forth in
Section 11(a)(iii).

         (p) "Equivalent Preferred Stock" shall have the meaning set forth in
Section 11(b).

         (q) "Exchange Act" shall have the meaning set forth in Section 1(e)
above.

         (r) "Exchange Ratio" shall have the meaning set forth in Section 24(a).



                                       4
<PAGE>

         (s) "Exempt Person" means the Company, any subsidiary of the Company,
any employee benefit plan of the Company or of any subsidiary of the Company or
any Person or entity organized, appointed, or established by the Company for or
pursuant to the terms of any such plan, and William D. Morean and Audrey M.
Peterson and their Affiliates and Associates.

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

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

         (v) "NASDAQ" shall mean The Nasdaq Stock Market.

         (w) "NYSE" shall mean The New York Stock Exchange.

         (x) "Original Rights" shall have the meaning set forth in Section
1(g)(i).

         (y) "Person" means any individual, firm, corporation, partnership, or
other entity.

         (z) "Preferred Stock" means the Series A Preferred Stock, $.001 par
value of the Company having the rights and preferences set forth in the
Certificate of Designation attached to this Agreement as Exhibit A.

         (aa) "Principal Party" shall have the meaning set forth in Section
13(b).

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

         (cc) "Record Date" shall have the meaning set forth in the preface at
the beginning of this Agreement.

         (dd) "Redemption Price" shall have the meaning set forth in Section
23(a).

         (ee) "Rights" shall have the meaning set forth in the preface at the
beginning of this Agreement.

         (ff) "Rights Agent" shall have the meaning set forth in the preface at
the beginning of this Agreement.



                                       5
<PAGE>

         (gg) "Rights Certificates" shall have the meaning set forth in Section
3(a).

         (hh) "Rights Dividend Declaration Date" shall have the meaning set
forth in the preface at the beginning of this Agreement.

         (ii) "Section 11(a)(ii) Event" shall have the meaning set forth in
Section 11(a)(ii).

         (jj) "Section 11(a)(ii) Trigger Date" shall have the meaning set forth
in Section 11(a)(iii).

         (kk) "Section 13 Event" means any event described in clauses (x), (y),
or (z) of Section 13(a).

         (ll) "Spread" shall have the meaning set forth in Section 11(a)(iii).

         (mm) "Stock Acquisition Date" means the first date of public
announcement (that, for purposes of this definition, shall include, a report
filed pursuant to the Exchange Act) by the Company or an Acquiring Person that
an Acquiring Person has become an Acquiring Person.

         (nn) "Subsidiary" means, with reference to any Person, any corporation
or other entity of which an amount of voting securities sufficient to elect at
least a majority of the directors of such corporation is beneficially owned,
directly or indirectly, by such Person, or that is otherwise controlled by such
Person.

         (oo) "Substitution Period" shall have the meaning set forth in Section
11(a)(iii).

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

         (qq) "Trading Day" shall have the meaning set forth in Section
11(d)(i).

         (rr) "Triggering Event" means any Section 11(a)(ii) Event or any
Section 13 Event.

         SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints
EquiServe Trust Company, N.A., to act as agent for the Company and the holders
of the Rights (who, in accordance with Section 3 shall before the Distribution
Date also be the holders of Common Stock) in accordance



                                       6
<PAGE>

with the terms and conditions of this Agreement, 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 Right 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 RIGHTS CERTIFICATES.

         (a) Until the earliest of (i) the Close of Business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the Close of Business on the
Record Date), or (ii) the Close of Business on the tenth Business Day (or such
later date as may be determined by the Company's Board of Directors) after the
date that a tender or exchange offer by any Person (other than an Exempt Person)
is first published or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act that, if consummated, would
result in such Person alone or together with its Affiliates and Associates
becoming an Acquiring Person, or (iii) immediately upon the occurrence of a
determination by the Board of Directors of the Company that a person is an
Adverse Person (the earlier of (i), (ii), or (iii) are referred to in this
Agreement as the "Distribution Date"), (x) the Rights will be evidenced (subject
to the provisions of paragraph (b) of this Section 3) by the outstanding
certificates for the Common Stock and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the Company). As soon
as practicable after the Distribution Date the Rights Agent will send by
first-class, insured, postage-prepaid mail, to each record holder of the Common
Stock as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, one or more right certificates,
in substantially the form of Exhibit A (the "Rights Certificates"), evidencing
one Right for each share of Common Stock so held, subject to adjustment as
provided in this Agreement. If an adjustment in the number of Rights per share
of Common Stock has been made pursuant to Section 11(p), at the time of
distribution of the Rights Certificates, the Company shall make the necessary
and appropriate rounding adjustments (in accordance with Section 14(a)) so that
Rights Certificates representing only whole numbers of Rights are distributed
and cash is paid in lieu of any fractional Rights. As of the Distribution Date,
the Rights will be evidenced solely by such Rights Certificates.

         (b) As promptly as practicable following the Record Date, the
Company will send a copy of a summary of Rights, in substantially the form of
Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail,



                                       7
<PAGE>

to each record holder of the Common Stock as of the Close of Business on the
Record Date, at the address of such holder shown on the records of the Company.
With respect to certificates for the Common Stock outstanding as of the Record
Date, until the Distribution Date, the Rights will be evidenced by such
certificates for the Common Stock and the registered holders of the Common Stock
shall also be the registered holders of the associated Rights. Until the earlier
of the Distribution Date or the Expiration Date, the transfer of any
certificates representing shares of Common Stock in respect of which Rights have
been issued shall also constitute the transfer of the Rights associated with
such shares of Common Stock.

         (c) Rights shall be issued in respect of all shares of Common
Stock that are issued after the Record Date but before the earlier of the
Distribution Date or the Expiration Date. Certificates representing such shares
of Common Stock shall also be deemed to be certificates for Rights, and shall
bear the following legend:

         This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Jabil Circuit, Inc.
(the "Company") and EquiServe Trust Company, N.A., (the "Rights Agent") dated as
of October 18, 2001 (the "Rights Agreement"), the terms of which are
incorporated herein by reference and a copy of which is on file at the principal
offices of the Company. Under circumstances described in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement, without charge promptly after
receipt of a written request therefor. Under circumstances described in the
Rights Agreement, Rights issued to, or held by, any Person who is, was, or
becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate
thereof (as those terms are defined in the Rights Agreement), whether currently
held by or on behalf of such Person or by any subsequent holder, may become null
and void.

         With respect to certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock represented by them shall be evidenced by the
certificates alone and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.



                                       8
<PAGE>

         SECTION 4. FORM OF RIGHTS CERTIFICATES.

         (a) The Rights Certificates (and the forms of election to purchase
and of assignment to be printed on the reverse thereof) shall each be
substantially in the form set forth in Exhibit B 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
applicable law or rule or with any rule of any stock exchange on which the
Rights may from time to time be listed, or to conform to usage. Subject to the
provisions of Section 22, the Rights Certificates, whenever distributed, shall
be dated as of the Record Date and on their face shall entitle the holders
thereof to purchase such number of one-thousandths of a share of Preferred Stock
as shall be set forth therein at the price set forth therein (such exercise
price per share, the "Purchase Price"), but the amount and kind of securities
purchasable upon the exercise of each Right and the Purchase Price thereof shall
be subject to adjustment as provided in this Agreement.

         (b) Any Rights Certificate issued pursuant to Section 3(a) or
Section 22 that represents Rights beneficially owned by: (i) an Acquiring
Person, an Adverse Person, or any Associate or Affiliate of an Acquiring Person
or an Adverse Person, (ii) a transferee of an Acquiring Person or an Adverse
Person (or of any such Associate or Affiliate thereof) who becomes a transferee
after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee
of an Acquiring Person or an Adverse Person (or of any such Associate or
Affiliate thereof) who becomes a transferee before or concurrently with the
Acquiring Person or Adverse Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person or Adverse Person to holders of equity interests in such
Acquiring Person or Adverse Person or to any Person with whom such Acquiring
Person or Adverse Person has any continuing agreement, arrangement, or
understanding regarding the transferred Rights or (B) a transfer that the Board
has determined is part of a plan, arrangement, or understanding that has as a
primary purpose or effect avoidance of Section 7(e), and any Rights Certificate
issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement,
or adjustment of any other Rights Certificate referred to in this sentence,
shall contain (to the extent feasible) the following legend:

         The Rights represented by this Rights Certificate are or were
beneficially owned by a Person who was or became an [Acquiring] [Adverse] Person
or an Affiliate or Associate of an [Acquiring] [Adverse] Person (as such terms
are defined in the Rights Agreement). Accordingly, this Rights



                                       9
<PAGE>

Certificate and the Rights represented hereby may become null and void in the
circumstances specified in Section 7(e) of such agreement.

         SECTION 5. COUNTERSIGNATURE AND REGISTRATION.

         (a) The Rights Certificates shall be executed on behalf of the
Company by its Chairman of the Board, President, Chief Financial Officer, or any
Vice President of the Company, either manually or by facsimile signature, and
shall have affixed thereto the Company's seal or a facsimile thereof that shall
be attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. The Rights Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose unless
so countersigned. If an officer of the Company signs any of the Rights
Certificates and then ceases to be an officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Rights Certificates nevertheless may be countersigned by the Rights Agent
and issued and delivered by the Company with the same effect as though the
person who signed such Rights Certificates had not ceased to be an officer of
the Company. Any Rights Certificates may be signed on behalf of the Company by
any person who is a proper officer of the Company to sign such Rights
Certificate at the actual date of the execution of such Rights Certificate.

         (b) Following the Distribution Date, the Rights Agent will keep at
its office designated as the appropriate place for surrender of Rights
Certificates upon exercise or transfer, books for registration and transfer of
the Rights Certificates issued under this Agreement. Those books shall show the
names and addresses of the respective holders of the Rights Certificates, the
number of Rights evidenced on its face by each of the Rights Certificates, and
the date of each of the Rights Certificates.

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

         (a) Subject to the provisions of Section 4(b), Section 7(e), and
Section 14, at any time after the Close of Business on the Distribution Date,
and at or before the Close of Business on the Expiration Date, any Rights
Certificate or Certificates may be transferred, split up, combined, or exchanged
for another Rights Certificate or Certificates, entitling the registered holder
to purchase a like number of shares of Preferred Stock (or, following a
Triggering Event, other securities, cash, or other assets, as the case may be)
as the Rights Certificate or Certificates surrendered then entitle such holder
(or former holder in the case of a transfer) to purchase. Any



                                       10
<PAGE>

registered holder desiring to transfer, split up, combine, or exchange any
Rights Certificate or Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Rights Certificate or Certificates
to be transferred, split up, combined, or exchanged at the principal office or
offices of the Rights Agent designated for such purpose. Neither the Rights
Agent nor the Company shall be obligated to take any action whatsoever with
respect to the transfer of any such surrendered Rights Certificate until the
registered holder shall have completed and signed the certificate contained in
the form of assignment on the reverse side of such Rights Certificate and shall
have provided such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request. Thereupon the Rights Agent shall, subject to Section
4(b), Section 7(e), and Section 14, countersign and deliver to the Person
entitled thereto a Rights Certificate or Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination, or exchange of Rights Certificates.

         (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction, or mutilation
of a Rights Certificate, and, in case of loss, theft, or destruction, of
indemnity or security reasonably satisfactory to them, and reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancellation of the Rights Certificate if
mutilated, the Company will execute and deliver a new Rights Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
owner in lieu of the Rights Certificate so lost, stolen, destroyed, or
mutilated.

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

         (a) Subject to Section 7(e), the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as this Agreement
otherwise provides), in whole or in part at any time after the Distribution Date
upon surrender of the Rights Certificate, with the form of election to purchase
and the certificate on the reverse side of the Rights Certificate duly executed,
to the Rights Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one-thousandths of a share of
Preferred Stock (or other securities, cash, or assets, as the case may be) as to
which such surrendered Rights are then exercisable, at or before the earlier of
(i) the Close of Business on the tenth anniversary of



                                       11
<PAGE>

the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23, or (iii) the time at which such Rights
are exchanged as provided in Section 24, (the earlier of (i), (ii), and (iii) is
referred to in this Agreement as the "Expiration Date").

         (b) The Purchase Price for each one one-thousandth share of
Preferred Stock pursuant to the exercise of a Right shall initially be $162.00,
and shall be subject to adjustment from time to time as provided in Sections 11
and 13(a) and shall be payable in accordance with paragraph (c) below.

         (c) Upon receipt of a Rights Certificate representing exercisable
Rights with the form of election to purchase and the certificate duly executed,
accompanied by payment with respect to each Right so exercised of the Purchase
Price per one one-thousandth share of Preferred Stock (or for such Common Stock
or other securities, cash, or assets, as the case may be) to be purchased as set
forth below and an amount equal to any applicable transfer tax, the Rights Agent
shall, subject to Section 20(k), thereupon promptly (i) (A) requisition from any
transfer agent of the shares of Preferred Stock (or make available, if the
Rights Agent is the transfer agent for such shares) certificates for the total
number of shares of Preferred Stock to be purchased (and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests) or
(B) if the Company shall have elected to deposit the total number of shares of
Preferred Stock issuable upon exercise of the Rights under this Agreement with a
depositary agent, requisition from the depositary agent depositary receipts
representing such number of shares of Preferred Stock as are to be purchased (in
which case certificates for the shares of Preferred Stock represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
fractional shares in accordance with Section 14, (iii) 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 Rights Certificate, registered in
such name or names as may be designated by such holder, and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the registered
holder of such Rights Certificate. The payment of the Purchase Price (as such
amount may be reduced pursuant to Section 11 (a)(iii)) shall be made in cash or
by certified bank check or bank draft payable to the Company. If the Company is
obligated to issue other securities of the Company, pay cash, or distribute
other property pursuant to Section 11(a), the Company will make all arrangements
necessary so that such other securities, cash, or other property are available
for distribution by the Rights Agent, if and when appropriate.



                                       12
<PAGE>

         (d) If the registered holder of any Rights Certificate shall
exercise fewer than all the Rights evidenced thereby, the Rights Agent shall
issue and deliver a new Rights Certificate evidencing Rights equivalent to the
Rights remaining unexercised to, or upon the order of, the registered holder of
such Rights Certificate, registered in such name or names as may be designated
by such holder, subject to the provisions of Section 14.

         (e) Notwithstanding anything in this Agreement to the contrary,
after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially
owned by (i) an Acquiring Person or Adverse Person or an Associate or Affiliate
of an Acquiring Person or Adverse Person , (ii) a transferee of an Acquiring
Person or Adverse Person (or of any Associate or Affiliate thereof) who becomes
a transferee after the Acquiring Person or Adverse Person becomes such, or (iii)
a transferee of an Acquiring Person or Adverse Person (or of any Associate or
Affiliate thereof) who becomes a transferee before or concurrently with the
Acquiring Person's or Adverse Person's becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person or Adverse Person to holders of equity interests in such
Acquiring Person or Adverse Person or to any Person with whom the Acquiring
Person or Adverse Person has any continuing agreement, arrangement, or
understanding regarding the transferred Rights or (B) a transfer that the Board
of Directors of the Company has determined is part of a plan, arrangement, or
understanding that has the avoidance of this Section 7(e) as a primary purpose
or effect, shall become null and void without any further action and no holder
of such Rights shall have any rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise. The Company shall
use all reasonable efforts to ensure that the provisions of this Section 7(e)
and Section 4(b) are complied with, but shall have no liability to any holder of
Rights Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or Adverse Person, or their
respective Affiliates, Associates, or transferees under this Agreement.

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



                                       13
<PAGE>

         SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES. All
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination, or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
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 Rights Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
cancelled Rights Certificates to the Company, or shall, at the written request
of the Company, destroy such cancelled Rights Certificates, and in such case
shall deliver a certificate of destruction thereof to the Company.

         SECTION 9. RESERVATION AND AVAILABILITY OF CAPITAL STOCK.

         (a) Subject to the terms of its certificate of incorporation, the
Company agrees that it will use its best efforts to cause to be reserved out of
its authorized and unissued Preferred Stock the number of shares of Preferred
Stock that will be sufficient to permit the exercise in full of all outstanding
Rights, and, after the occurrence of a Triggering Event shall so reserve a
number of shares of Preferred Stock (or other securities) that will be
sufficient to permit the exercise in full of all outstanding rights according to
Section 7.

         (b) So long as the shares of Preferred Stock (and, after the
occurrence of a Triggering Event, any other securities) issuable upon the
exercise of Rights may be listed on any national securities exchange or quoted
on NASDAQ, the Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all shares of Preferred Stock or such
other securities reserved for such issuance to be listed on such exchange upon
official notice of issuance upon such exercise.

         (c) The Company agrees that it will take all action that may be
necessary to ensure that all shares of Preferred Stock (or other securities)
delivered upon exercise of Rights shall, at the time of delivery of the
certificates for shares of Preferred Stock (or other securities) (subject to
payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares (except as otherwise provided by a
corporation law applicable to the Company).

         (d) The Company further agrees that it will pay when due any
federal or state transfer taxes and charges that may be payable in respect of


                                       14
<PAGE>

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

         (e) The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section
11(a)(ii) Event or an exchange pursuant to Section 24 on which the consideration
to be delivered by the Company upon exercise or exchange of the Rights has been
determined in accordance with Section 11(a) or Section 24, as the case may be, a
registration statement under the Act, with respect to the securities purchasable
upon exercise of the Rights or exchanged for the Rights on an appropriate form,
(ii) cause such registration statement to become effective as soon as
practicable after such filing, and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of the
Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities, and (B) the date of the expiration of the
Rights. The Company will also take such action as may be appropriate under, or
to ensure compliance with, the securities or "blue sky" laws of the various
states in connection with the exercisability of the Rights. The Company may
temporarily suspend, for a period not to exceed 90 days after the date set forth
in clause (i) of the first sentence of this Section 9(e), the exercisability of
the Rights in order to prepare and file such registration statement and permit
it to become effective. Upon any suspension of the exercisability of the Rights
referred to in this Section 9(e), the Company shall issue a public announcement
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.

         SECTION 10. PREFERRED STOCK RECORD DATE. Each person in whose name any
certificate for a number of shares of Preferred Stock (or other securities) is
issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of such shares of Preferred Stock



                                       15
<PAGE>

(or other securities) represented thereby, and such certificate shall be dated
the date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and all applicable transfer
taxes) was made. If the date of such surrender and payment is a date upon which
the Preferred Stock (or other securities) transfer books of the Company are
closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which the Preferred Stock (or other securities) transfer books of the Company
are open. Before the exercise of the Rights evidenced thereby, the holder of a
Rights Certificate shall not be entitled to any rights of a stockholder of the
Company with respect to shares for which the Rights shall be exercisable, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided in this Agreement.

         SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES,
AND NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered
by each Right, and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.

         (a) (i) If the Company shall after the date of this Agreement (A)
declare a dividend on the Preferred Stock payable in shares of Preferred Stock,
(B) subdivide the outstanding Preferred Stock, (C) combine the outstanding
Preferred Stock into a smaller number of shares, or (D) issue any shares of its
capital stock in a reclassification of the Preferred Stock (including any
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a) and Section 7(e), the Purchase Price in effect at
the time of the Record Date for such dividend or of the effective date of such
subdivision, combination, or reclassification, and the number and kind of shares
of Preferred Stock issuable on such date, shall be proportionately adjusted so
that the holder of any Right thereafter exercised shall be entitled to purchase
the aggregate number and kind of shares of Preferred Stock that, if the Right
had been exercised immediately before such date, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination, or reclassification. If the Record Date for any such dividend,
subdivision, combination, or reclassification shall occur before the
Distribution Date, however, the Company shall appropriately adjust the Purchase
Price (taking into account any additional Rights that may be issued as a result
of such dividend, subdivision, combination, or reclassification), in lieu of
adjusting (as described above) the number of shares of Preferred Stock (or other
capital stock, as the case may be) issuable upon exercise of the Rights. If an
event occurs that would require an adjustment under both this Section 11(a)(i)
and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i)
shall be



                                       16
<PAGE>

in addition to, and shall be made before, any adjustment required pursuant to
Section 11(a)(ii).

                  (ii) If (A) subject to Section 24, any Person (other than an
Exempt Person), alone or together with its Affiliates and Associates, shall, at
any time after the Rights Dividend Declaration Date become an Acquiring Person
or (B) any Person alone or together with its Affiliates and Associates, shall at
any time after the Rights Dividend Declaration Date become an Adverse Person,
then immediately upon the occurrence of any event described in Section
11(a)(ii)(A) and ten days after the occurrence of any event described in Section
11(a)(ii)(B) (the events described in Sections 11(a)(ii)(A) and 11(a)(ii)(B) are
collectively referred to herein as a "Section 11(a)(ii) Event"), each holder of
a Right (except as provided below and in Section 7(e) and 11(a)(iii)) shall
thereafter have the right to receive, upon exercise thereof at the then current
Purchase Price multiplied by the number of one-thousandths of a share of
Preferred Stock for which a Right is then exercisable, according to the terms of
this Agreement and in lieu of shares of Preferred Stock, such number of shares
of Common Stock of the Company as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the then number of
one-thousandths of a share of Preferred Stock for which a Right was exercisable
(or, if the Distribution Date shall not have occurred before the date of such
Section 11(a)(ii) Event, the number of one-thousandths of a share of Preferred
Stock for which a Right would have been exercisable if the Distribution Date had
occurred on the Business Day immediately preceding the date of such Section
11(a)(ii) Event) immediately before such Section 11(a)(ii) Event and (y)
dividing that product by 50% of the current market price per one share of Common
Stock of the Company (determined pursuant to Section 11(d)) on the date of the
occurrence of the event set forth in this subparagraph (ii) (such number of
shares being referred to as the "Adjustment Share Amount"). Successive
adjustments shall be made pursuant to this paragraph each time a Section
11(a)(ii) Event occurs.

                  (iii) The Company may at its option substitute for a share of
Common Stock issuable upon the exercise of Rights in accordance with the
foregoing subparagraph (ii) a number of shares of Preferred Stock or fraction
thereof such that the current per share market price of one share of Preferred
Stock multiplied by such number or fraction is equal to the current per share
market price of one share of Common Stock. If there shall not be sufficient
shares of Common Stock issued but not outstanding or authorized but unissued to
permit the exercise in full of the Rights in accordance with the foregoing
subparagraph (ii), the Board of Directors shall, to the extent permitted by
applicable law and any material agreements then in effect to which the Company
is a party, (A) determine the excess of (1) the value of the



                                       17
<PAGE>

Adjustment Share Amount issuable upon the exercise of a Right (the "Current
Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with
respect to each Right (subject to Section 7(e)), make adequate provision to
substitute for the Adjustment Share Amount, upon payment of the applicable
Purchase Price, (1) cash, (2) a reduction in the Purchase Price (but in no event
to less than the par value per share), (3) Common Stock or other equity
securities of the Company (including, without limitation, shares, or units of
shares, of preferred stock, such as the Preferred Stock, that the Board of
Directors of the Company has deemed to have essentially the same value as shares
of Common Stock (such shares of preferred stock referred to in this Agreement as
"Common Stock Equivalents")), (4) debt securities of the Company, (5) other
assets, or (6) any combination of the foregoing, having an aggregate value equal
to the Current Value, where such aggregate value has been determined by the
Board of Directors of the Company based upon the advice of a recognized
investment banking firm selected by the Board of Directors of the Company. If,
however, the Company shall not have made adequate provision to deliver value
pursuant to clause (B) above within 30 days following the later of (x) the first
occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's
right of redemption pursuant to Section 23(a) expires (the later of (x) and (y)
are referred to in this Agreement as the "Section 11(a)(ii) Trigger Date"), then
the Company shall be obligated to deliver, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price (except for the
payment of an amount equal to the par value of each share), shares of Common
Stock (to the extent available) and then, if necessary, cash, which shares or
cash have an aggregate value equal to the Spread. If the Board of Directors of
the Company shall determine in good faith that it is likely that sufficient
additional shares of Common Stock could be authorized for issuance upon exercise
in full of the Rights, the 30 day period set forth above may be extended to the
extent necessary, but not more than 90 days after the Section 11(a)(ii) Trigger
Date, so that the Company may seek stockholder approval for the authorization of
such additional shares (such period, as it may be extended, is referred to in
this Agreement as the "Substitution Period"). If the Company determines that
some action need be taken pursuant to the first or second sentences of this
Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that
such action shall apply uniformly to all outstanding Rights, 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 or to decide the
appropriate form of distribution to be made pursuant to such first sentence and
to determine the value thereof. If any such suspension occurs, the Company shall
issue a public announcement 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 Stock shall be



                                       18
<PAGE>

the current market price (as determined pursuant to Section 11(d)) per share of
the Common Stock on the Section 11(a)(ii) Trigger Date and the value of any
Common Stock Equivalent shall be deemed to have the same value as the Common
Stock on such date.

         (b) If the Company shall fix a record date for the issuance of
rights (other than the Rights), options, or warrants to all holders of Preferred
Stock entitling them to subscribe for or purchase (for a period expiring within
45 calendar days after such record date) Preferred Stock (or shares having the
same rights, privileges, and preferences as the shares of Preferred Stock
("Equivalent Preferred Stock")) or securities convertible into Preferred Stock
or Equivalent Preferred Stock at a price per share of Preferred Stock or per
share of Equivalent Preferred Stock (or having a conversion price per share, if
a security convertible into Preferred Stock or Equivalent Preferred Stock) less
than the current market price per share of Preferred Stock (as determined
pursuant to Section 11(d)) 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 before such record date by a fraction, the numerator
of which shall be the number of shares of Preferred Stock outstanding on such
record date plus the number of shares of Preferred Stock that the aggregate
offering price of the total number of shares of Preferred Stock or Equivalent
Preferred Stock to be offered (or the aggregate initial conversion price of the
convertible securities to be offered) would purchase at such current market
price, and the denominator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of additional shares of
Preferred Stock or Equivalent Preferred Stock to be offered for subscription or
purchase (or into which the convertible securities to be offered are initially
convertible). In case such subscription price may be paid fully or partially in
a consideration 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 and
shall be binding on the Rights Agent and the holders of the Rights. Shares of
Preferred Stock owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date is fixed, and if such
rights or warrants are not so issued, the Purchase Price shall be adjusted to be
the Purchase Price that would then be in effect if such record date had not been
fixed.

         (c) If the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidence of indebtedness, cash (other than a



                                       19
<PAGE>

regular quarterly cash dividend out of the earnings or retained earnings of the
Company), assets (other than a dividend payable in Preferred Stock, but
including any dividend payable in stock other than Preferred Stock) or
convertible securities, subscription rights or warrants (excluding those
referred to in Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately before such record date by a fraction, the numerator of which shall
be the current market price (as defined in Section 11(d)) per share of Preferred
Stock on such record date, less the fair market value (as determined reasonably
and with good faith to the holders of Rights by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent) of the portion of the
cash, assets, or evidence of indebtedness to be so distributed or of such
convertible securities, subscription rights, or warrants distributable in
respect of one share of Preferred Stock and the denominator of which shall be
the current market price (determined pursuant to Section 11(d)) per share of the
Preferred Stock; however, in no event shall the consideration to be paid upon
the exercise of one Right be less than the aggregate par value of the shares of
capital stock of the Company to be issued upon exercise of one Right. Such
adjustments shall be made successively whenever such a 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 that would be in effect if such
record date had not been fixed.

         (d) (i) For the purpose of any computation under this Agreement,
other than computations made pursuant to Section 11(a)(iii), the "current market
price" per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the 30
consecutive Trading Days (as defined below) immediately before such date and for
purposes of computations made pursuant to Section 11(a)(iii), the "current
market price" per share of Common Stock on any date shall be deemed to be the
average of the daily closing prices per share of such Common Stock for the ten
consecutive Trading Days immediately following such date. If the "current market
price" per share of the Common Stock is determined, however, during a period
following the announcement by the issuer of such Common Stock of (A) a dividend
or distribution on such Common Stock payable in shares of such Common Stock or
securities convertible into shares of such Common Stock (other than the Rights),
or (B) any subdivision, combination, or reclassification of such Common Stock,
and the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination, or reclassification, shall not have occurred
before the commencement of the requisite 30-Trading Day or 10-Trading Day
period, as set forth above, then, and in each such case, the "current market
price" shall be properly adjusted



                                       20
<PAGE>

to take into account ex-dividend trading. 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 in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on NYSE or, if
the shares of Common Stock are not listed or admitted to trading on NYSE, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or, if the shares of
Common Stock 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 shares of Common
Stock 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 Common Stock selected by the Board of Directors of the Company. If on any
such date no market maker is making a market in the Common Stock, the fair value
of such shares on such date as determined in good faith by the Board of
Directors of the Company shall be used. The term "Trading Day" means a day on
which the principal national securities exchange on which the shares of Common
Stock are listed or admitted to trading is open for the transaction of business
or, if the shares of Common Stock are not listed or admitted to trading on any
national securities exchange, a Business Day. If the Common Stock is not
publicly held or not so listed or traded, "current market price" per share means
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 and shall be conclusive for all purposes.

                  (ii) For the purpose of any computation hereunder, the
"current market price" per share (or one one-thousandths of a share) of
Preferred Stock shall be determined in the same manner as set forth above for
the Common Stock in clause (i) of this Section 11(d) (other than the last
sentence thereof). If the current market price per share (or one one-thousandth
of a share) of Preferred Stock cannot be determined in the manner provided above
or if the Preferred Stock is not publicly held or listed or traded in a manner
described in clause (i) of this Section 11(d), the "current market price" per
share of Preferred Stock shall be conclusively deemed to be an amount equal to
100 (as such number may be appropriately adjusted for such events as stock
splits, stock dividends, and recapitalizations with respect to the Common Stock
occurring after the date of this Agreement) multiplied by the current market
price per share of the Common Stock and the "current market price" per one
one-thousandth of a share of Preferred Stock shall be equal to the current
market price per share of the Common



                                       21
<PAGE>

Stock (as appropriately adjusted for such events as stock splits, stock
dividends, and recapitalizations with respect to the Common Stock occurring
after the date of this Agreement). If neither the Common Stock nor the Preferred
Stock is publicly held or so listed or traded, "current market price" per share
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 and shall be conclusive for all purposes.

         (e) Anything in this Agreement to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least one percent in the Purchase Price.
Any adjustments that 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 ten-thousandth of a share of Common Stock or other share or
one-millionth of a share of Preferred Stock, 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 that requires such adjustment or (ii) the Expiration
Date.

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

         (g) All Rights originally issued by the Company after any
adjustment to the Purchase Price under this Agreement shall represent the right
to purchase, at the adjusted Purchase Price, the number of shares of Preferred
Stock purchasable from time to time under this Agreement upon exercise of the
Rights, all subject to further adjustment as provided herein.

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



                                       22
<PAGE>

that number of one-thousandths of a share of Preferred Stock (calculated to the
nearest one-millionth) obtained by (i) multiplying (x) the number of
one-thousandths of a share of Preferred Stock covered by a Right immediately
before this adjustment, by (y) the Purchase Price in effect immediately before
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 lieu of any adjustment
in the number of shares of Preferred Stock purchasable upon the exercise of a
Right. Each of the Rights outstanding after the adjustment in the number of
Rights shall be exercisable for the number of one-thousandths of a share of
Preferred Stock for which a Right was exercisable immediately before such
adjustment. Each Right held of record before such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest
ten-thousandth) obtained by dividing the Purchase Price in effect immediately
before such adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall publicly
announce 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 Rights Certificates have been
issued, shall be at least ten days after the date of the public announcement. If
Rights Certificates have been issued, upon each adjustment of the number of
Rights pursuant to this Section 11(i), the Company shall promptly cause to be
distributed to holders of record of Rights Certificates on such record date
Rights Certificates representing, subject to Section 14, the additional Rights
to which such holders shall be entitled as a result of such adjustment, or shall
cause to be distributed to such holders of record in substitution and
replacement for the Rights Certificates held by such holders before the date of
adjustment, and upon surrender thereof, if required by the Company, new Rights
Certificates evidencing all the Rights to which such holders shall be entitled
after such adjustment. Rights Certificates to be so distributed shall be issued,
executed, and countersigned in the manner provided for herein (and may bear, at
the option of the Company, the adjusted Purchase Price) and shall be registered
in the names of the holders of record of Rights 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 shares of Preferred Stock issuable upon the exercise of the
Rights, any Rights Certificates issued may continue to express the Purchase


                                       23
<PAGE>

Price per share and the number of shares that were expressed in the initial
Rights Certificates issued under this Agreement.

         (k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value, if any, of the shares of
Preferred Stock or other securities issuable upon exercise of the Rights, the
Company shall take any corporate action that may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue fully paid
and nonassessable shares of Preferred Stock or other securities at such adjusted
Purchase Price. If upon any exercise of the Rights, a holder is to receive a
combination of Common Stock and common stock equivalents, a portion of the
consideration paid upon such exercise, equal to at least the then par value of a
share of Common Stock of the Company, shall be allocated at the payment for each
share of Common Stock of the Company so received.

         (l) If this Section 11 requires that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event the issuance to the holder
of any Right exercised after such record date the number of shares of Preferred
Stock and other capital stock or securities of the Company, if any, issuable
upon such exercise over and above the number of shares of Preferred Stock and
other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect before 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, to the
extent that in their good faith judgment the Board of Directors of the Company
shall determine to be advisable so that any (i) consolidation or subdivision of
the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred
Stock at less than the current market price, (iii) issuance wholly for cash of
shares of Preferred Stock or securities that by their terms are convertible into
or exchangeable for shares of Preferred Stock, (iv) stock dividends, or (v)
issuance of rights, options, or warrants referred to in this Section 11,
hereafter made by the Company to holders of its Preferred Stock shall not be
taxable to such stockholders.

         (n) The Company agrees that it shall not, after the Distribution
Date, (i) consolidate with any other Person (other than a Subsidiary of the
Company in a transaction that complies with Section 11(o)), (ii) merge with or
into any other Person (other than a Subsidiary of the Company in a transaction
that complies with Section 11(o)), or (iii) sell or transfer (or



                                       24
<PAGE>

permit any Subsidiary to sell or transfer), in one transaction, or a series of
related transactions, assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person or Persons (other than the Company or any of its
Subsidiaries in one or more transactions each of which complies with Section
11(o)), if (x) at the time of or immediately after such consolidation, merger,
or sale there are any rights, warrants, or other instruments or securities
outstanding or agreements in effect that would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights or (y)
before, simultaneously with, or immediately after such consolidation, merger, or
sale, the stockholders of the Person who constitutes, or would constitute, the
"Principal Party" for purposes of Section 13(a) shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates
and Associates.

         (o) The Company agrees that, after the Distribution Date, it will
not, except as permitted by Section 23, Section 24, or Section 27, 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
otherwise eliminate the benefits intended to be afforded by the Rights.

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

         (q) The failure by the Board of Directors to declare a Person to
be an Adverse Person following such Person's becoming the Beneficial Owner of
10% or more of the outstanding Common Stock shall not imply that such Person is
not an Adverse Person or limit the Board of Directors' right at any time in the
future to declare such Person to be an Adverse Person.



                                       25
<PAGE>

         SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever an adjustment is made as provided in Section 11 and Section 13, the
Company shall (a) promptly prepare a certificate describing such adjustment and
a brief statement of the facts giving rise to such adjustment, (b) promptly file
with the Rights Agent, and with the transfer agent for the Common Stock, a copy
of such certificate, and (c) mail a brief summary thereof to each holder of a
Rights Certificate (or, if before the Distribution Date, to each holder of a
certificate representing shares of Common Stock) in accordance with Section 26.
The Rights Agent shall be fully protected in relying on any such certificate and
on any adjustment contained therein 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, OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER.

         (a) If, following a Stock Acquisition Date, or the date on which a
Person is declared to be an Adverse Person in accordance with Section
11(a)(ii)(B), directly or indirectly, (x) the Company shall consolidate with, or
merge with and into, any other Person (other than a Subsidiary of the Company in
a transaction that complies with Section 11(o)), and the Company shall not be
the continuing or surviving corporation of such consolidation or merger, (y) any
Person (other than a Subsidiary of the Company in a transaction that complies
with Section 11(o)) shall consolidate with, or merge with or into, the Company,
and the Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation or merger,
all or part of the outstanding shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or any other
property, or (z) the Company shall sell, mortgage, or otherwise transfer (or one
or more of its Subsidiaries shall sell, mortgage, or otherwise transfer), in one
transaction or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any Person or Persons (other than the Company
or any Subsidiary of the Company in one or more transactions each of which
complies with Section 11(o)), then, and in each such case, proper provision
shall be made so that: (i) each holder of a Right, except as provided in Section
7(e), shall thereafter have the right to receive, upon the exercise thereof at
the then current Purchase Price in accordance with the terms of this Agreement,
such number of validly authorized and issued, fully paid, nonassessable, and
freely tradable shares of Common Stock of the Principal Party, not subject to
any liens, encumbrances, rights of call or 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-



                                       26
<PAGE>

thousandths of a share of Preferred Stock for which a Right is then exercisable
(without taking into account any adjustment previously made pursuant to Section
11(a)(ii)) and dividing that product (that, following the first occurrence of a
Section 13 Event, shall be referred to as the "Purchase Price" for each Right
and for all purposes of this Agreement) by (2) 50% of the current market price
(determined pursuant to Section 11(d)(i)) per share of the Common Stock of such
Principal Party on the date of consummation of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such Section 13 Event, all the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to
such Principal Party, it being specifically intended that the provisions of
Section 11 shall apply only to such Principal Party following the first
occurrence of a Section 13 Event; and (iv) such Principal Party shall take such
steps (including the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction as may be
necessary to assure that the provisions of this Agreement shall thereafter be
applicable, as nearly as practicable, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights.

         (b) "Principal Party" means

                  (i) in the case of any transaction described in clause (x) or
(y) of the first sentence of Section 13(a), the Person that is the issuer of any
securities into which shares of Common Stock of the Company are converted in
such merger or consolidation, and if no securities are so issued, the Person
that is the other party to such merger or consolidation, and

                  (ii) in the case of any transaction described in clause (z) of
the first sentence of Section 13(a), the Person that is the party receiving the
greatest portion of the assets or earning power transferred pursuant to such
transaction or transactions;

         If, however, (1) the Common Stock of such Person is not at such time
and has not been continuously over the preceding 12-months registered under
Section 12 of the Exchange Act, and such Person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, "Principal Party" shall refer to such other Person; (2) in case such
Person is a Subsidiary, directly or indirectly, of more than one Person, the
Common Stock of two or more of which are and have been so registered, "Principal
Party" shall refer to whichever of such Persons is the issuer of the Common
Stock having the greatest aggregate market value; and (3) in case such Person is
owned, directly or indirectly, by a joint venture formed by two or more Persons,
the rules set forth in (1) and (2) above shall apply to each of



                                       27
<PAGE>

the Persons having an interest in such joint venture as if such joint venture
were a "Subsidiary" of both or all of such Persons and, in connection therewith,
"principal party" shall refer to each of such Persons and each such principal
party shall bear the obligations set forth in this Section 13 in the same ratio
as their direct or indirect interests in such joint venture bear to the total of
such interests.

         (c) If, for any reason, the Rights cannot be exercised for the
Common Stock of such Principal Party, then a holder of Rights will have the
right to exchange each Right for cash from such Principal Party in an amount
equal to the Purchase Price as calculated above. If, for any reason, the
foregoing formulation cannot be applied to determine the cash amount to which
the holder of Rights is entitled, then the Board of Directors of the Company,
based upon the advice from one or more investment banking firms shall determine
such amount reasonably and in good faith.

         (d) The Company shall not consummate any such consolidation,
merger, sale, or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock that have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless previously the Company and such Principal Party
shall have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in paragraphs (a), (b), and (c) of this
Section 13 and further providing that, as soon as practicable after the date of
any consolidation, merger, or sale of assets mentioned in paragraph (a) of this
Section 13, the Principal Party will

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

                  (ii) will deliver to holders of the Rights historical
financial statements for the Principal Party and each of its Affiliates that
comply in all respects with the requirements for registration on Form 10 under
the Exchange Act; and

                  (iii) use its best efforts to qualify or register the Rights
and the securities purchasable upon exercise of the Rights under the blue sky
laws of such jurisdictions as may be necessary or appropriate.



                                       28
<PAGE>

         (e) The provisions of this Section 13 shall similarly apply to
successive mergers, consolidations, sales, or other transfers. If a Section 13
Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event,
the Rights that have not previously been exercised shall become exercisable in
the manner described in Section 13(a).

         SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

         (a) The Company shall not be required to issue fractions of
Rights, except before the Distribution Date as provided in Section 11(p), or to
distribute Rights Certificates that evidence fractional Rights. In lieu of such
fractional Rights, there may be paid to the registered holders of the Rights
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 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 before the date on which such fractional Rights would have been
otherwise issuable. The closing price of the Rights 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 NYSE or, if the Rights are not
listed or admitted to trading on NYSE, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Rights are listed or admitted to
trading, or if the Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
NASDAQ or such other system then in use or, if on any such date the Rights are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Rights
selected by the Board of Directors of the Company. If on any such date no such
market maker is making a market in the Rights the fair value of the Rights on
such date as determined in good faith by the Board of Directors of the Company
shall be used.

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


                                       29
<PAGE>

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 shares of Preferred Stock represented
by such depositary receipts. In lieu of fractional shares of Preferred Stock
that are not integral multiples of one one-thousandth of a share of Preferred
Stock, the Company may pay to the registered holders of Rights 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 one-thousandth of a share
of Preferred Stock. For purposes of this Section 14(b), the current market value
of one one-thousandth of a share of Preferred Stock shall be one one-thousandth
of the closing price of a share of Preferred Stock (as determined pursuant to
Section 11(d)(ii) hereof) for the Trading Day immediately before the date of
such exercise.

         (c) Following the occurrence of one of the transactions or events
specified in Section 11 giving rise to the right to receive Common Stock
Equivalents (other than Preferred Stock) or other securities upon the exercise
of a Right, the Company shall not be required to issue fractions of shares or
units of such Common Stock Equivalents or other securities upon exercise of the
Rights or to distribute certificates that evidence fractional shares of such
Common Stock Equivalents or other securities. In lieu of fractional shares or
units of such Common Stock Equivalents or other securities, the Company may pay
to the registered holders of Rights 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 a share or unit of such Common Stock Equivalent or other
securities. For purposes of this Section 14(c), the current market value of such
share or unit shall be determined in the manner set forth in Section 11(d)(i)
with respect to shares of Common Stock except that the current market price
shall be determined by reference only to the Trading Day immediately before the
date of such exercise.

         (d) Except as otherwise expressly provided herein, the holder of a
Right by the acceptance of the Rights expressly waives his right to receive any
fractional Rights or any fractional shares upon exercise of a Right.

         SECTION 15. RIGHTS OF ACTION. All rights of action in respect of this
Agreement, except those rights of action vested in the Rights Agent pursuant to
Sections 20 and 21, are vested in the respective registered holders of the
Rights Certificates (and, before the Distribution Date, the registered holders
of the Common Stock); and any registered holder of any Rights Certificate (or,
before the Distribution Date, of the Common Stock), without the consent of the
Rights Agent or of the holder of any other Rights Certificate (or, before



                                       30
<PAGE>

the Distribution Date, of the Common Stock), may, on his own behalf and for his
own benefit, enforce, and may institute and maintain any suit, action, or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights represented by such Rights Certificate in the
manner provided in such Rights Certificate and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and shall be entitled to specific
performance of the obligations under this Agreement and injunctive relief
against actual or threatened violations of the obligations under this Agreement
of any Person subject to this Agreement.

         SECTION 16. AGREEMENT OF RIGHTS HOLDERS. Every holder of a Right by
accepting the same agrees with the Company and the Rights Agent and with every
other holder of a Right that:

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

         (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the Rights Agent designated for such purpose,
duly endorsed or accompanied by a proper instrument of transfer and with the
appropriate forms and certificates fully executed;

         (c) subject to Section 6(a) and Section 7(f), the Company and the
Rights Agent may treat the person in whose name a Rights Certificate (or, before
the Distribution Date, the associated Common Stock certificate) is registered as
the absolute owner thereof and of the Rights represented thereby
(notwithstanding any notations of ownership or writing on the Rights
Certificates or the associated Common Stock certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent, subject to the last sentence of Section 7(e),
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 their inability to perform any of
their 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. The Company must,



                                       31
<PAGE>

however, use reasonable efforts promptly to have any such order, decree, or
ruling lifted or otherwise overturned.

         SECTION 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends, or be deemed for any purpose the holder of the fraction of a share
(or number of shares) of Preferred Stock, Common Stock, or any other securities
of the Company that may at any time be issuable on the exercise of the Rights
represented there-by, nor shall anything contained in this Agreement or in any
Rights Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Sections 24 and 25), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Rights Certificate shall have been exercised in accordance with the
provisions of this Agreement.

         SECTION 18. CONCERNING THE RIGHTS AGENT.

         (a) The Company agrees to pay to the Rights Agent reasonable
compensation for services rendered by it under this Agreement and, on demand of
the Rights Agent, its reasonable expenses and counsel fees and disbursements
incurred in the exercise and performance of its duties under this Agreement. The
Company also agrees to indemnify the Rights Agent, its directors, officers,
employees, and agents for, and to hold each of them harmless against, any loss,
liability, or expense, incurred without gross negligence, bad faith, or willful
misconduct on the part of the Rights Agent or such other indemnified party, for
anything done or omitted by the Rights Agent or such other indemnified party in
connection with the acceptance and administration of this Agreement or the
performance of the Rights Agent's duties hereunder, including the costs and
expenses of defending against any claim of liability in the premises. The
indemnity provided for in this Agreement 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 with respect to any action taken, suffered, or omitted by it in
connection with its administration of this Agreement or the performance of the
Rights Agent's duties hereunder in reliance upon any Rights Certificate or
certificate for Preferred Stock, Common Stock, or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate,



                                       32
<PAGE>

statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
Person or Persons.

         SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.

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

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

         SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, all of which shall bind the Company and the holders of Rights
Certificates, by their acceptance thereof:

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



                                       33
<PAGE>

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

         (b) Whenever in the performance of its duties under this
Agreement, the Rights Agent shall deem it desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person or Adverse
Person and the determination of "current market price") be established by the
Company before taking or suffering any action under this Agreement, such fact or
matter (unless other evidence in respect thereto is specifically prescribed in
this Agreement) may be considered conclusively established by a certificate
signed by the Chairman of the Board, Chief Executive Officer, the President,
Chief Financial Officer, or any Vice President 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 under this Agreement only for
its own gross negligence, bad faith, or willful misconduct.

         (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
Rights Certificates or be required to verify any such statements of fact or
recitals (except as to its countersignature on such Rights Certificates). All
such statements and recitals shall be considered to have been made only by the
Company.

         (e) The Rights Agent shall not be responsible with respect to the
validity of this Agreement or the execution and delivery of this Agreement
(except the execution of this Agreement by the Rights Agent) or with respect to
the validity or execution of any Rights 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 Rights Certificate;
nor shall it be responsible for any adjustment required under the provisions of
Sections 11, 3, 23, 13, or 24 or the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment (except with respect to the exercise of Rights represented by
Rights Certificates after receipt of the certificate described in Section 12);
nor shall it be deemed by any act under this Agreement to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common



                                       34
<PAGE>

Stock will, when so issued, be validly authorized and issued, fully paid, and
nonassessable.

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

         (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties under this Agreement
from the Chairman of the Board, Chief Executive Officer, the President, Chief
Financial Officer, or any Vice President 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 to be taken by it in good faith
in accordance with instructions of any such officer or for any delay in acting
while awaiting 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 in
accordance with its rights and obligations under this Rights Agreement and the
date on 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, before taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have received
written instructions from an officer of the Company objecting to the action to
be taken or omitted as specified in such application.

         (h) The Rights Agent and any stockholder, 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 in this Agreement 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 under this Agreement 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



                                       35
<PAGE>

any such attorneys or agents or for any loss to the Company resulting from any
such act, default, neglect, or misconduct, if the Rights Agent was not grossly
negligent in the selection and continued employment thereof.

         (j) No provision of this Agreement shall require the Rights Agent
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties under this Agreement 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
reasonably assured to it.

         (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an affirmative response to clause 1 or 2 thereof,
the Rights Agent shall not take any further action with respect to such
requested exercise of transfer without first consulting with the Company.

         (l) The Rights Agent undertakes only the express duties and
obligations imposed on it by this Agreement and no implied duties or obligations
shall be read into this Agreement against the Rights Agent.

         (m) Anything in this Agreement to the contrary notwithstanding, in
no event shall the Rights Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits).

         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 60 days' notice (or such lesser notice as is acceptable to the Company) in
writing mailed to the Company, and to each transfer agent of the Common Stock,
by registered or certified mail, and to the holders of the Rights Certificates
by first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 60 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to the transfer agent of the
Common Stock, by registered or certified mail, and to the holders of the Rights
Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within 60 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 Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any



                                       36
<PAGE>

Rights Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by a court, shall be a corporation organized and doing
business under the laws of the United States or of any state of the United
States, in good standing, that 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 that has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $100
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 under this Agreement, and execute and deliver any further
assurance, conveyance, act, or deed necessary for the purpose. Not later than
the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock and mail a notice thereof in writing to the registered holders
of the Rights 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 RIGHTS CERTIFICATES. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates representing Rights in such
form as may be approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and before the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, or upon the
exercise, conversion, or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed appropriate by the Board of
Directors of the Company, issue Rights Certificates representing the appropriate
number of Rights in connection with such issuance or sale, however, (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company shall
be advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued and (ii) no such Rights Certificate



                                       37
<PAGE>

shall be issued if, and to the extent that, appropriate adjustment shall
otherwise have been made in lieu of the issuance thereof.

         SECTION 23. REDEMPTION AND TERMINATION.

         (a) The Board of Directors of the Company may, at its option, at
any time before the earlier of (i) the Close of Business on the tenth day
following the Stock Acquisition Date (or such later date as the Board of
Directors of the Company may determine) or (ii) the Final Expiration Date,
redeem all but not less than all the then outstanding Rights at a redemption
price of $.001 per Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend, or similar transaction occurring after
the date of this Agreement (such redemption price is referred to in this
Agreement as the "Redemption Price"). Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable after the first
occurrence of a Section 11(a)(ii)(A) Event until such time as the Company's
right of redemption under this Agreement has expired. The Company may, at its
option, pay the Redemption Price either in shares of Common Stock (based on the
"current market price," as defined in Section 11(d), of the shares of Common
Stock at the time of redemption), cash, or any form of consideration deemed
appropriate by the Company's Board of Directors.

         (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action or 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. Promptly after the
action of the Board of Directors ordering the redemption of the Rights, the
Company shall give notice of such redemption to the Rights Agent and the holders
of the then outstanding Rights by mailing such notice to all such holders at
their last addresses as they appear upon the registry books of the Rights Agent
or, before the Distribution Date, on the registry books of the Transfer Agent
for the Common Stock. Any notice that is mailed in the manner provided in this
Agreement shall be deemed given, whether or not the holder receives the notice.
Each such notice of redemption will state the method by which the payment of the
Redemption Price will be made.

         SECTION 24. EXCHANGE.

         (a) The Board of Directors of the Company may, at its option, at
any time after any Person becomes an Acquiring Person, exchange all or part of
the then outstanding and exercisable Rights (which would not include Rights that
have become void pursuant to the provisions of Section 7(e)) for shares of
Common Stock of the Company at an exchange ratio of one share of Common



                                       38
<PAGE>

Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend, or similar transaction occurring after the date of this Agreement (the
"Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall
not be empowered to effect such exchange at any time after any Person (other
than an Exempt Person), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the shares of Common
Stock then outstanding.

         (b) 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 or 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 shares of Common Stock equal to the number of
such Rights held by such holder, multiplied by the Exchange Ratio. The Company
promptly shall give public notice of any such exchange; however, the failure to
give, or any defect in, such notice shall not affect the validity of such
exchange. The Company promptly shall mail a notice of any such exchange to all
the holders of such Rights at their last addresses as they appear upon the
registry books of the Rights Agent. Any notice that is mailed as provided in
this Agreement shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange
of the shares of Common Stock for Rights will be effected and, in the event of a
partial exchange, the number of Rights that will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights that have become void pursuant to the provisions of Section 7(e)) held by
each holder of Rights.

         (c) In any exchange pursuant to this Section 24, the Company, at
its option, may substitute shares of Preferred Stock (or Equivalent Preferred
Stock, as such term is defined in Section 11(b) hereof) for shares of Common
Stock exchangeable for Rights, at the initial rate of one one-thousandth of a
share of Preferred Stock (or Equivalent Preferred Stock) for each share of
Common Stock, as appropriately adjusted to reflect adjustments in the voting
rights of the shares of Preferred Stock pursuant to the terms thereof, so that
the fraction of a share of Preferred Stock delivered in lieu of each share of
Common Stock shall have the same voting rights as one share of Common Stock.

         (d) If the Company shall not have sufficient shares of Common
Stock authorized but unissued to permit any exchange of Rights as contemplated
in accordance with this Section 24, the Company shall take all action necessary
to authorize additional shares of Common Stock for issuance upon exchange of the
Rights.



                                       39
<PAGE>

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

         SECTION 25. NOTICE OF CERTAIN EVENTS.

         (a) If the Company proposes, at any time after the Distribution
Date, (i) to pay any dividend payable in stock of any class to the holders of
Common Stock or to make any other distribution to the holders of Common Stock
(other than a regular quarterly cash dividend out of earnings or retained
earnings of the Company), or (ii) to offer to the holders of Common Stock rights
or warrants to subscribe for or to purchase any additional shares of Common
Stock or shares of stock of any class or any other securities, rights or
options, or (iii) to effect any reclassification of its Common Stock (other than
a reclassification involving only the subdivision of outstanding shares of
Common Stock), or (iv) to effect any consolidation or merger into or with any
other Person (other than a Subsidiary of the Company in a transaction that
complies with Section 11(o)), or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or other transfer), in
one transaction or a series of related transactions of more than 50% of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person or Persons (other than the Company or any of its
Subsidiaries in one or more transactions each of which complies with Section
11(o)), or (v) to effect the liquidation, dissolution, or winding up of the
Company, then, in each such case, the Company shall give to each holder of a
Rights Certificate, to the extent feasible and in accordance with Section 26, a
notice of such proposed action that specifies the record date for such stock
dividend, distribution of rights, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
shares of Common Stock, if any such date is to be fixed, and such notice shall
be so given in the case of any action covered by clause (i) or (ii) above at
least 20 days before the record date for determining holders of the shares of
Common Stock for purposes of such action, and in the case of any such other
action, at least 20 days before the date of the taking of such proposed action


                                       40
<PAGE>

or the date of participation therein by the holders of the shares of Common
Stock, whichever is earlier.

         (b) In case any of the events described in Section 11(a)(ii) shall
occur, (i) the Company shall as soon as practicable thereafter give to each
holder of a Rights Certificate, to the extent feasible and in accordance with
Section 26, a notice of the occurrence of such event that specifies the event
and the consequences of the event to holders of Rights under Section 11(a)(ii)
and (ii) all references in the preceding paragraph to Common Stock shall be
deemed thereafter to refer, if appropriate, to other securities.

         SECTION 26. NOTICES. Any notice, demand, or delivery authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Rights
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:

                           Jabil Circuit, Inc
                           10560 Ninth Street North
                           St. Petersburg, Florida  33716
                           Attention:  General Counsel

         Copies to:

                           Holland & Knight LLP
                           400 N. Ashley Drive, Suite 2300
                           Tampa, FL  33602
                           Attention: Chester E. Bacheller, Esq.

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
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:

                           EquiServe Trust Company, N.A.
                           150 Royall Street
                           Canton, Massachusetts 02021
                           Attention: General Counsel

         Notices or demands that this Agreement authorizes the Company or the
Rights Agent to give to the holder of any Rights Certificate (or, if before the
Distribution Date, to the holder of certificates representing shares of Common
Stock) shall be sufficiently given or made if sent by first-class mail,


                                       41
<PAGE>

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. Before the Distribution Date
and subject to the penultimate sentence of this Section 27, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Common Stock. Beginning on the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs, supplement or
amend this Agreement without the approval of any holders of Rights Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained in this Agreement that may be defective or inconsistent with any other
provisions in this Agreement, (iii) to shorten or lengthen any time period under
this Agreement, or (iv) to change or supplement the provisions under this
Agreement in any manner that the Company may deem necessary or desirable and
that shall not adversely affect the interests of the holders of Rights
Certificates (other than an Acquiring Person or an Adverse Person or an
Affiliate or Associate of an Acquiring Person or an Adverse Person); however,
this Agreement may not be supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) a period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable, or (B) any other
period unless such lengthening is for the purpose of protecting, enhancing, or
clarifying the rights of, or the benefits to, the holders of Rights. Upon the
delivery of a certificate from an appropriate officer of the Company that states
that the proposed supplement or amendment is in compliance with the terms of
this Section 27, the Rights Agent shall execute such supplement or amendment.
Notwithstanding anything contained in this Agreement to the contrary, no
supplement or amendment shall be made that changes the rights or duties of the
Rights Agent under this Agreement without the consent of the Rights Agent.
Before the Distribution Date, the interests of the holders of Rights shall be
deemed coincident with the interests of the holders of Common Stock.

         SECTION 28. SUCCESSORS. All the 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 under this Agreement.

         SECTION 29. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS. For
all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-



                                       42
<PAGE>

3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The
Board of Directors of the Company shall have the exclusive power and authority
to administer this Agreement and to exercise all rights and powers specifically
granted to the Board or to the Company, or as may be necessary or advisable in
the administration of this Agreement, including, the right and power to (i)
interpret the provisions of this Agreement, and (ii) make all determinations
considered advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations, and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) that
are done or made by the Board in good faith, shall (x) be final, conclusive, and
binding on the Company, the Rights Agent, the holders of the Rights, and all
other parties, and (y) not subject the Board of Directors to any liability to
the holders of the Rights.

         SECTION 30. 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 Rights Certificates (and, before the Distribution
Date, registered holders of the Common Stock) any legal or equitable right,
remedy, or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Rights Agent, and the registered
holders of the Rights Certificates (and, before the Distribution Date,
registered holders of the Common Stock).

         SECTION 31. SEVERABILITY. If any provision of this Agreement is held by
a court of competent jurisdiction or other authority to be invalid, void, or
unenforceable, the remainder of the provisions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.
Notwithstanding anything in this Agreement to the contrary, if any such
provision is held by such court or authority to be invalid, void, or
unenforceable and the Board of Directors determines in its good faith judgment
that severing the invalid language from this Agreement would adversely affect
the purpose or effect of this Agreement, the right of redemption set forth in
Section 23 shall be reinstated and shall not expire until the Close of Business
on the tenth day following the date of such determination by the Board of
Directors. Without limiting the foregoing, if any provision requiring that a
determination be made by less than the entire Board of Directors is held by a
court of competent jurisdiction or other authority to be invalid, void, or
unenforceable, such determination shall then be made by the entire Board in
accordance with applicable law and the Company's Certificate of Incorporation
and Bylaws.

         SECTION 32. GOVERNING LAW. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made



                                       43
<PAGE>

under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed entirely within the State of Delaware.

         SECTION 33. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         SECTION 34. 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 of this
Agreement.


                                       44
<PAGE>

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


Attest: /s/ Forbes Alexander                   JABIL CIRCUIT, INC.
       ------------------------


                                               By: /s/ Chris A. Lewis
                                                  ----------------------------

                                               Name:   Chris A. Lewis
                                                    --------------------------

                                               Title:  Chief Financial Officer
                                                     -------------------------



                                               EQUISERVE TRUST
                                               COMPANY, N.A.


                                               By: /s/ Carol Mulvey-Eori
                                                  ----------------------------

                                               Name:   Carol Mulvey-Eori
                                                    --------------------------

                                               Title: Directing Manager
                                                     -------------------------



                                       45
<PAGE>

                                    EXHIBIT A

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

                                       of

                               JABIL CIRCUIT, INC.


         Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, the undersigned officer of Jabil Circuit, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), in accordance with the provisions of

Section 103 thereof, DOES HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, the Board of Directors on
October 18, 2001 adopted the following resolution creating a series of 2,000,000
shares of Preferred Stock designated as Series A Preferred Stock:

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

Section 1. Designation and Amount. The shares of such series shall be designated
as "Series A Preferred Stock" par value of $.001 per share, and the number of
shares constituting such series shall be 2,000,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than that of the shares then outstanding plus the number of shares
issuable upon exercise of outstanding rights, options, or warrants or upon
conversion of outstanding securities issued by the Corporation.

Section 2. Dividends and Distributions.

         (A) The holders of shares of Series A Preferred Stock shall be entitled
to receive, when, as, and if declared by the Board of Directors out of



                                      A-1
<PAGE>

funds legally available for the purpose, quarterly dividends payable in cash on
the last day of March, June, September, and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b)
subject to the provision for adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends, and non-cash (payable in kind)
dividends or other distributions other than a dividend payable in shares of
common stock (as defined below) or a subdivision of the outstanding shares of
common stock (by reclassification or otherwise), declared on the common stock,
par value $0.001 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. If the Corporation shall at any
time after October 29, 2001 (the "Rights Dividend Declaration Date") (i) declare
any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the amount to which holders
of shares of Series A Preferred Stock were entitled immediately before such
event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately before such event.

         (B) The Corporation shall declare a dividend or distribution on the
outstanding shares of Series A Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that,
if no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $.01 per share on the
outstanding shares of Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or



                                      A-2
<PAGE>

unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
before the date fixed for the payment thereof.

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

         (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
If the Corporation shall at any time after the Rights Dividend Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Preferred Stock were
entitled immediately before such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately before
such event.

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

         (C) (i) If at any time dividends on any Series A Preferred Stock shall
be in arrears in an amount equal to six quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a period (herein
called a "default period"), which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Preferred



                                      A-3
<PAGE>

Stock then outstanding shall have been declared and paid or set apart for
payment. During each default period, all holders of Preferred Stock (including
holders of the Series A Preferred Stock) with dividends in arrears in an amount
equal to six quarterly dividends thereon, voting as a class, irrespective of
series, shall have the right to elect two Directors.

                  (ii) During any default period, such voting right of the
holders of Series A Preferred Stock may be exercised initially at a special
meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any
annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised unless the holders
of ten percent in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two
Directors or, if such right is exercised at an annual meeting, to elect two
Directors. If the number that may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of Directors as shall be necessary to
permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series A Preferred Stock.

                  (iii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than ten percent of the total number of shares
of Preferred Stock outstanding, irrespective of series, may request, the calling
of a special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the Chairman of the Board, Chief Executive Officer,
President, Chief Financial Officer, or any Vice-President of the Corporation.
Notice of such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this Paragraph (C)(iii) shall be given to
each holder of record of Preferred Stock by mailing a copy of such notice to
such holder at such holder's last address as the same



                                      A-4
<PAGE>

appears on the books of the Corporation. Such meeting shall be called for a time
not earlier than 20 days and not later than 60 days after such order or request,
or in default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent of the total
number of shares of Preferred Stock outstanding. Notwithstanding the provisions
of this paragraph (C)(iii), no such special meeting shall be called during the
period within 60 days immediately preceding the date fixed for the next annual
meeting of the stockholders.

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

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

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

Section 4. Certain Restrictions.



                                      A-5
<PAGE>

         (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 hereof are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

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

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

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

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

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



                                      A-6
<PAGE>

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

Section 6. Liquidation, Dissolution, or Winding Up.

         (A) Upon any liquidation (voluntary or otherwise), dissolution, or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution, or winding up) to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock shall have received
per share an amount equal to the greater of 1,000 times $162.00 or 1,000 times
the payment made per share of Common Stock, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately
adjusted as set forth in subparagraph (C) below to reflect such events as stock
splits, stock dividends, and recapitalizations with respect to the Common Stock)
(such number in clause (ii), the "Adjustment Number"). Following the payment of
the full amount of the Series A Liquidation Preference and the Common Adjustment
in respect of all outstanding shares of Series A Preferred Stock and Common
Stock, respectively, holders of Series A Preferred Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity (either as to dividends or upon liquidation, dissolution
or winding up) with the Series A Preferred Stock, then such remaining assets
shall be distributed ratably to the holders of such parity shares in proportion
to their respective liquidation preferences. In the event, however, that there


                                      A-7
<PAGE>

are not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.

         (C) In the event the Corporation shall at any time after the Rights
Dividend Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into
any consolidation, merger, combination, or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities,
cash, or any other property, then in any such case the shares of Series A
Preferred Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 1,000 times the aggregate amount of stock, securities, cash or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. If the Corporation shall at
any time after the Rights Dividend Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately before such event.

Section 8. Redemption. The shares of Series A Preferred Stock shall not be
redeemable.

Section 9. Amendment. The Certificate of Incorporation of the Corporation shall
not be further amended in any manner that would materially alter or change the
powers, preferences, or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a majority
or more of the outstanding shares of Series A Preferred Stock, voting separately
as a class.



                                      A-8
<PAGE>

Section 10. Fractional Shares. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

Section 11. Ranking. The Series A Preferred Stock shall rank junior to all other
series of the Corporation's Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series shall provide
otherwise.

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this ______
day of _______________, 2001.

                                     JABIL CIRCUIT, INC.

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



                                      A-9
<PAGE>

                                    Exhibit B
                                    ---------

                          [Form of Rights Certificate]

Certificate No. R-                                   _________ Rights
                  --------------------------

NOT EXERCISABLE AFTER OCTOBER 29, 2011 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ADVERSE
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS
RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
AN [ACQUIRING] [ADVERSE] PERSON OR AN AFFILIATE OR ASSOCIATE OF AN [ACQUIRING]
[ADVERSE] PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.]*

                  Rights Certificate

                  JABIL CIRCUIT, INC.

         This certifies that _______________________________________________, or
registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions, and conditions of the Rights Agreement, dated as of October 19, 2001
(the "Rights Agreement"), between JABIL CIRCUIT, INC., a Delaware corporation
(the "Company"), and EquiServe Trust Company, N.A. (the "Rights Agent"), to
purchase from the Company at any time before 5:00 p.m., eastern time, on October
29, 2011 at the office of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-thousandth of a fully paid, non-assessable
share of Series A Preferred Stock (the "Preferred Stock"), of the Company, at a
purchase price of $____________ per one one-thousandth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed. The number
of Rights evidenced by this Rights Certificate (and the number of shares that
may be purchased upon exercise thereof) set forth above, and the Purchase Price
per share set



                                      B-1
<PAGE>

forth above, are the number and Purchase Price as of _______________, ______,
based on the Preferred Stock as constituted at such date. Capitalized terms not
defined in this Rights Certificate shall have the meaning set forth in the
Rights Agreement.

         As provided in the Rights Agreement, the Purchase Price and the number
of shares of Preferred Stock that may be purchased upon the exercise of the
Rights represented by this Rights Certificate are subject to modification and
adjustment upon the occurrence of certain events.


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

* The portion of the legend in brackets shall be inserted only if applicable,
shall be modified to apply to an Acquiring Person or an Adverse Person, as
applicable, and shall replace the preceding sentence.

         This Rights Certificate is subject to all provisions of the Rights
Agreement, which provisions are hereby incorporated by reference and made a part
of this Rights Certificate and to which Rights Agreement reference is hereby
made for a full description of the rights, limitations of rights, obligations,
duties, and immunities under this Rights Certificate of the Rights Agent, the
Company, and the holders of the Rights Certificates, which limitations of rights
include the temporary suspension of the exercisability of such Rights under the
circumstances described in the Rights Agreement. Copies of the Rights Agreement
are on file at the above-mentioned office of the Rights Agent and are also
available upon written request to the Rights Agent.

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

         Subject to the provisions of the Rights Agreement and unless the Board
of Directors has determined that a person is an Adverse Person, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right payable in cash, common stock, or other
consideration at any time before the earlier of the Close of Business



                                      B-2
<PAGE>

on (i) the tenth day following the Stock Acquisition Date (as such period may be
extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date.

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

         No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company that may at any time
be issuable on the exercise of this Rights Certificate, nor shall anything
contained in the Rights Agreement or in this Rights Certificate be construed to
confer upon the holder hereof, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in the Rights Agreement), or
to receive dividends or subscription rights, or otherwise, until the Right or
Rights represented by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.

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

         IN WITNESS WHEREOF the facsimile signature of the proper officers of
the Company.

Dated as of ______________, ____

[SEAL]

ATTEST:                                     JABIL CIRCUIT, INC.



_________________________                   By:     ___________________________
Secretary                                   Title:   __________________________



                                      B-3
<PAGE>

Countersigned:

--------------------,
  as Rights Agent


By:_________________________
         Authorized Signature



                  [Form of Reverse Side of Rights Certificate]



                                      B-4
<PAGE>

                               FORM OF ASSIGNMENT

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

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

         FOR VALUE RECEIVED ___________________________________________ hereby
sells, assigns, and transfers unto ____________________________________________
                                  (Please print name and address of transferee)
_______________________________________________________________________________

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

Dated:  ___________________, ____


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

Signature Guaranteed:

                  Certificate
                  -----------

The undersigned hereby certifies by checking the appropriate boxes that:

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



                                      B-5
<PAGE>

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

Dated:  _________________, ____                   _____________________________
                                                               Signature

Signature Guaranteed:


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




                                      B-6
<PAGE>

                          FORM OF ELECTION TO PURCHASE

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

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


To:      JABIL CIRCUIT, INC.

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

Please insert social security or other identifying number ______________________

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

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

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

             Form of Reverse Side of Rights Certificate - continued



                                      B-7
<PAGE>

Please insert social security or other identifying number ______________________

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

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

Dated: ____________________ , ____

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

                           Certificate

                           -----------

         The undersigned hereby certifies by checking the appropriate boxes
that:

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

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

Dated: _________________, ____                       _________________________
                                                              Signature

Signature Guaranteed:


                           NOTICE

                           -------

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



                                      B-8
<PAGE>

                                    EXHIBIT C

                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK


         On October 18, 2001, the Board of Directors of Jabil Circuit, Inc. (the
"Company") declared a dividend distribution of one preferred stock purchase
right (a "Right") for every outstanding share of common stock, par value $.001
per share (the "Common Stock"), of the Company to stockholders of record at the
close of business on October 29, 2001. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the Company
and EquiServe Trust Company, N.A., as Rights Agent.

1.       Common Stock Certificates Representing Rights

         Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Stock, and (c) the stock certificates representing
the Common Stock shall also represent the Rights attached to such Common Stock.
Common Stock certificates issued after the Record Date and before the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.

         After the Distribution Date, the Rights shall separate from the Common
Stock, Rights certificates shall be issued, and the Rights shall become
exercisable to purchase preferred stock as described in Section 5 below.

2.       Distribution Date and Adverse Person

         (a) Distribution Date. The "Distribution Date" is the earliest of (i)
the tenth day following the date of the first public announcement that any
person (other than the Company or certain related entities, and with certain
additional exceptions) has become the beneficial owner of 15% or more of the
then outstanding Common Stock (such person is an "Acquiring Person" and the date
of such public announcement is the "Stock Acquisition Date"), (ii) the close of
business on the tenth business day (or such later day as shall be designated by
the Board of Directors) following the date of the commencement of, or the
announcement of an intention to make, a tender offer or exchange offer, the
consummation of which would cause any person (other than the Company and certain
related entities and with certain additional exceptions) to become an Acquiring
Person, or (iii) immediately after the Board of Directors of the Company shall
declare any person to be an



                                      C-1
<PAGE>

Adverse Person (as defined in Section (b) below). In calculating the percentage
of outstanding Common Stock that is beneficially owned by any person, such
person shall be deemed to beneficially own any Common Stock issuable upon the
exercise, exchange, or conversion of any options, warrants, or other securities
beneficially owned by certain affiliates and associates of such person.
Notwithstanding the foregoing, if any person shall become the beneficial owner
of at least 15% of the outstanding shares of Common Stock by reason of purchases
of Common Stock by the Company, then such person shall not be deemed an
"Acquiring Person" until such person thereafter acquires beneficial ownership
of, in the aggregate, a number of additional shares of Common Stock equal to 1%
or more of the then outstanding Common Stock.

         (b) Adverse Person. To declare a person an "Adverse Person" requires a
determination by the Board that such person, alone or together with its
affiliates and associates, has become the beneficial owner of an amount of
Common Stock that the Board of Directors determines to be substantial (which
amount shall in no event be less than 10% of the shares of Common Stock then
outstanding) and a determination by at least a majority of the Board of
Directors, after reasonable inquiry and investigation, including consultation
with such persons as such directors shall deem appropriate, (i) that such
beneficial ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term financial gain
under circumstances where the Board of Directors determines that the best
long-term interests of the Company and its stockholders would not be served by
taking such action or entering into such transactions at that time or (ii) that
such beneficial ownership is causing or is reasonably likely to cause a material
adverse impact (including, but not limited to, impairment of relationships with
customers, impairment of the Company's ability to maintain its competitive
position, or impairment of the Company's business reputation or dealings with
governmental or regulatory agencies) on the business or prospects of the Company
(provided that a finding of suitability, qualification, or the like by any
regulatory body shall not necessarily affect the Board of Directors'
determination).

3.       Issuance of Rights Certificates

         As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of shares of Common Stock as of the close of business on the Distribution Date,
and such separate Rights certificates alone shall represent such Rights from and
after the Distribution Date.



                                      C-2
<PAGE>

4.       Expiration of Rights

         The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 29, 2011 unless earlier redeemed by
the Company as described below.

5.       Exercise of Rights

         Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b), or
(c) below. No Right may be exercised more than once or pursuant to more than one
of such paragraphs. From and after the first event of the kind described in
paragraphs (b) or (c) below, each Right that is beneficially owned by an
Acquiring Person or an Adverse Person or an affiliate or associate thereof shall
be void.

         (a) Right to Purchase Preferred Shares. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-thousandth of a share of
Series A Preferred Stock, par value $.001 per share, of the Company (the
"Preferred Shares"), at an exercise price of $162.00 (the "Purchase Price"). The
Preferred Shares are nonredeemable and, unless otherwise provided in connection
with the creation of a subsequent series of preferred stock, are subordinate to
any other series of the Company's preferred stock whether issued before or after
the issuance of the Preferred Shares. The Preferred Shares may not be issued
except upon exercise of Rights. The holder of a Preferred Share is entitled to
receive when, as, and if declared, the greater of (i) cash and non-cash
dividends in an amount equal to 1,000 times the dividends declared on each share
of Common Stock or (ii) a preferential annual dividend of $10.00 per Preferred
Share ($.01 per one one-thousandth of a Preferred Share). In the event of
liquidation, the holder of Preferred Shares shall be entitled to receive a
liquidation payment in an amount equal to the greater of (1) $162,000 per
Preferred Share ($162.00 per one one-thousandth of a Preferred Share), plus all
accrued and unpaid dividends and distributions on the Preferred Shares or (2) an
amount equal to 1,000 times the aggregate amount to be distributed per share of
Common Stock. Each Preferred Share has 1,000 votes, voting together with the
shares of Common Stock. In the event of any merger, consolidation, or other
transaction in which shares of Common Stock are exchanged, the holder of a
Preferred Share shall be entitled to receive 1,000 times the amount received per
share of Common Stock. The rights of the Preferred Shares as to dividends,
voting, and liquidation preferences are protected by antidilution provisions. It
is



                                      C-3
<PAGE>

anticipated that the value of one one-thousandth of a Preferred Share should
approximate the value of one share of Common Stock.

         (b) Right to Purchase Shares of Common Stock of the Company. If any
person, alone or together with its affiliates or associates, shall become an
Acquiring Person (subject to certain exceptions) or an Adverse Person, each
Right (other than a Right that has become void) shall be exercisable to
purchase, at the Purchase Price (initially $162.00), shares of Common Stock with
a market value equal to two times the Purchase Price. The Company may at its
option or, if the Company does not have sufficient shares of Common Stock
available for all Rights to be exercised, the Company shall substitute for all
or any portion of the shares of Common Stock that would otherwise be issuable
upon the exercise of the Rights, cash, assets, or other securities having the
same aggregate value as such shares of Common Stock.

         (c) Right to Purchase Common Stock of a Successor Corporation. If,
following a Stock Acquisition Date or the date on which a Person is declared to
be an Adverse Person, (i) the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a merger or other business combination
in which all or part of the outstanding shares of Common Stock are changed into
or exchanged for stock or assets of another person, or (iii) 50% or more of the
Company's consolidated assets or earning power are sold, then each Right (other
than a Right that has become void) shall thereafter be exercisable to purchase,
at the Purchase Price (initially $162.00), shares of Common Stock or cash of the
surviving corporation or purchaser, respectively, with an aggregate market value
equal to two times the Purchase Price.

6.       Adjustments to Prevent Dilution

         The Purchase Price payable, and the number of Preferred Shares or
shares of Common Stock issuable upon exercise of the Rights are subject to
adjustment from time to time as set forth in the Rights Agreement to prevent
dilution. With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent of the
Purchase Price.

7.       Cash Paid Instead of Issuing Fractional Securities

         No fractional securities shall be issued upon exercise of a Right
(other than fractions of Preferred Shares that are integral multiples of one
one-thousandth of a Preferred Share, which fractions may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an



                                      C-4
<PAGE>

adjustment in cash shall be made based on the market price of such securities on
the last trading date before the date of exercise.

8.       Exchange

         At any time after any Person becomes an Acquiring Person and before the
acquisition by such Person of 50% or more of the outstanding shares of Common
Stock, the Board of Directors of the Company may exchange the Rights (other than
Rights owned by such person or group that will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).

9.       No Stockholder Rights Before Exercise

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income if the Rights become exercisable for
Common Stock (or other consideration) of the Company or for common stock of an
acquiring company as set forth above.

10.      Amendment of Rights Agreement

         Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company before the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board to cure any ambiguity, to make changes that do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring Person
), or to shorten or lengthen any time period under the Rights Agreement;
however, no amendment to adjust the time period governing redemption shall be
made at such time as the Rights are not redeemable.

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



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