<PAGE>
 
                               RIGHTS AGREEMENT


                         Dated as of December 9, 1998

                                    between

                             PRI AUTOMATION, INC.

                                      and

                      STATE STREET BANK AND TRUST COMPANY


                                as Rights Agent
<PAGE>
 
                               TABLE OF CONTENTS
 
Section                                                                   Page
 
Section 1.   Certain Definitions........................................    1
 
Section 2.   Appointment of Rights Agent................................    7
 
Section 3.   Issue of Rights and Right Certificates.....................    7
 
Section 4.   Form of Right Certificates.................................    9
 
Section 5.   Execution, Countersignature and Registration...............    9
 
Section 6.   Transfer, Split-Up, Combination and Exchange of Right 
             Certificates; Mutilated, Destroyed, Lost or Stolen Right 
             Certificates; Uncertificated Rights........................    9
 
Section 7.   Exercise of Rights; Expiration Date of Rights..............   10
 
Section 8.   Cancellation and Destruction of Right Certificates.........   12
 
Section 9.   Reservation and Availability of Preferred Shares...........   12
 
Section 10.  Preferred Shares Record Date...............................   14
 
Section 11.  Adjustments in Rights After There Is an Acquiring Person; 
             Exchange of Rights for Shares; Business Combinations.......   14
 
Section 12.  Certain Adjustments........................................   18
 
Section 13.  Certificate of Adjustment..................................   19
 
Section 14.  Additional Covenants.......................................   19
 
Section 15.  Fractional Rights and Fractional Shares....................   20
 
Section 16.  Rights of Action...........................................   20
 
Section 17.  Transfer and Ownership of Rights and Right Certificates....   21
 
Section 18.  Right Certificate Holder Not Deemed a Stockholder..........   21
 
Section 19.  Concerning the Rights Agent................................   22

                                       i
<PAGE>
 
Section 20.  Merger or Consolidation or Change of Rights Agent..........   22
 
Section 21.  Duties of Rights Agent.....................................   22
 
Section 22.  Change of Rights Agent.....................................   25
 
Section 23.  Issuance of Additional Rights and Right Certificates.......   25
 
Section 24.  Redemption and Termination.................................   26
 
Section 25.  Notices....................................................   26
 
Section 26.  Supplements and Amendments.................................   27
 
Section 27.  Successors.................................................   28
 
Section 28.  Benefits of Rights Agreement; Determinations and Actions
             by the Board of Directors, etc. ...........................   28
 
Section 29.  Severability...............................................   28
 
Section 30.  Governing Law..............................................   28
 
Section 31.  Counterparts; Effectiveness................................   29
 
Section 32.  Descriptive Headings.......................................   29

Exhibits

       A     Certificate of Designation
       B     Form of Right Certificate

                                      ii
<PAGE>
 
     This RIGHTS AGREEMENT, dated as of December 9, 1998, is made between PRI
AUTOMATION, INC., a Massachusetts corporation (the "Company"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts chartered trust company, as Rights Agent
(the "Rights Agent").

     The Board of Directors of the Company has authorized and declared a
distribution of one Right (as hereinafter defined) for each share of Common
Stock, $.01 par value, of the Company (the "Common Stock") outstanding at the
Close of Business (as hereinafter defined) on December 9, 1998 (the "Record
Date"), and has authorized the issuance of one Right (as such number may
hereafter be adjusted pursuant to the provisions of this Rights Agreement) with
respect to each share of Common Stock that shall become outstanding between the
Record Date and the earliest of the Distribution Date, the Redemption Date or
the Expiration Date (as such terms are hereinafter defined); PROVIDED, HOWEVER,
that Rights may be issued with respect to shares of Common Stock that shall
become outstanding after the Distribution Date and prior to the earlier of the
Redemption Date or the Expiration Date in accordance with the provisions of
Section 23.  Each Right shall initially represent the right to purchase one one-
hundredth (1/100th) of a share of Series A Participating Cumulative Preferred
Stock, $.01 par value, of the Company (the "Preferred Shares"), having the
powers, rights and preferences set forth in the Certificate of Designation
attached as Exhibit A.

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

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

     "ACQUIRING PERSON" shall mean any Person who or which, alone or together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of Common Shares then outstanding (including Common Shares issuable upon the
exchange of any securities issued in connection with the Company's acquisition
of Promis Systems Corporation Ltd. then outstanding) that equals or exceeds such
Person's Ownership Threshold, but shall not include (a) the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any of
its Subsidiaries, or any Person holding Common Shares for or pursuant to the
terms of any such employee benefit plan or (b) any such Person who or which has
become such a Beneficial Owner solely because (i) of a change in the aggregate
number of Common Shares outstanding since the last date on which such Person
acquired Beneficial Ownership of any Common Shares or (ii) it acquired such
Beneficial Ownership in the good faith belief that such acquisition would not
cause such Beneficial Ownership to exceed such Person's Ownership Threshold and
such Person relied in good faith in computing the percentage of its Beneficial
Ownership on publicly filed reports or documents of the Company which are
inaccurate or out-of-date.  Notwithstanding clause (b) of the prior sentence, if
any Person that is not an Acquiring Person due to such clause (b) does not
reduce its percentage of Beneficial Ownership of Common Shares to an amount less
than such Person's Ownership Threshold by the Close of Business on the fifth
Business Day after notice from the Company (the date of notice being the first
day) that such Person's Beneficial Ownership of Common Shares so exceeds such
Person's Ownership Threshold, such Person shall, at the end of such five
Business Day period, become an Acquiring Person (and such clause
<PAGE>
 
(b) shall no longer apply to such Person). For purposes of this definition, the
determination whether any Person acted in "good faith" shall be conclusively
determined by the Board of Directors of the Company.

     "AFFILIATE" and "ASSOCIATE", when used with reference to any Person, shall
have the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act, as in effect on the date of this
Rights Agreement.

     A Person shall be deemed the "BENEFICIAL OWNER" of, and shall be deemed to
"BENEFICIALLY OWN", and shall be deemed to have "BENEFICIAL OWNERSHIP" of, any
securities:

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

          (ii) which such Person or any of such Person's Affiliates or 
     Associates has (A) the right to acquire (whether such right is exercisable
     immediately or only after the passage of time or the occurrence of events)
     pursuant to any agreement, arrangement or understanding (written or oral),
     or upon the exercise of conversion rights, exchange rights, rights (other
     than the Rights), warrants or options, or otherwise; PROVIDED, HOWEVER, 
     that a Person shall not be deemed the Beneficial Owner of, or to
     beneficially own, or to have Beneficial Ownership of, securities tendered
     pursuant to a tender or exchange offer made by or on behalf of such Person
     or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange thereunder, or (B) the
     right to vote pursuant to any agreement, arrangement or understanding
     (written or oral); PROVIDED, HOWEVER, that a Person shall not be deemed the
     Beneficial Owner of, or to beneficially own, any security if (1) the
     agreement, arrangement or understanding (written or oral) to vote such
     security arises solely from a revocable proxy or consent given to such
     Person pursuant to a definitive proxy statement filed with the Securities
     and Exchange Commission and otherwise in accordance with the applicable
     rules and regulations under the Exchange Act and (2) the beneficial
     ownership of such security is not also then reportable on Schedule 13D
     under the Exchange Act (or any comparable or successor report); or

          (iii)  which are beneficially owned, directly or indirectly, by any 
     other Person with which such Person or any of such Person's Affiliates or
     Associates has any agreement, arrangement or understanding (written or
     oral) for the purpose of acquiring, holding, voting (except pursuant to a
     revocable proxy as described in clause (ii)(B) of this definition) or
     disposing of any securities of the Company.

Notwithstanding the foregoing, nothing contained in this definition shall cause
a Person ordinarily engaged in business as an underwriter of securities to be
the "Beneficial Owner" of, or to "beneficially own", any securities acquired in
a bona fide firm commitment underwriting pursuant to an underwriting agreement
with the Company.

                                       2
<PAGE>
 
     "BOOK VALUE", when used with reference to Common Shares issued by any
Person, shall mean the amount of equity of such Person applicable to each Common
Share, determined (i) in accordance with generally accepted accounting
principles in effect on the date as of which such Book Value is to be
determined, (ii) using all the consolidated assets and all the consolidated
liabilities of such Person on the date as of which such Book Value is to be
determined, except that no value shall be included in such assets for goodwill
arising from consummation of a business combination, and (iii) after giving
effect to (A) the exercise of all rights, options and warrants to purchase such
Common Shares (other than the Rights), and the conversion of all securities
convertible into such Common Shares, at an exercise or conversion price, per
Common Share, which is less than such Book Value before giving effect to such
exercise or conversion (whether or not exercisability or convertibility is
conditioned upon occurrence of a future event), (B) all dividends and other
distributions on the capital stock of such Person declared prior to the date as
of which such Book Value is to be determined and to be paid or made after such
date, and (C) any other agreement, arrangement or understanding (written or
oral), or transaction or other action prior to the date as of which such Book
Value is to be determined which would have the effect of thereafter reducing
such Book Value.

     "BUSINESS COMBINATION" shall have the meaning set forth in Section
11(c)(I).

     "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in Boston, Massachusetts
or the city in which the principal office of the Rights Agent is located, are
authorized or obligated by law or executive order to close.
 
     "CERTIFICATE OF DESIGNATION" shall mean the Certificate of Vote of
Directors Establishing a Series of a Class of Stock setting forth the powers,
preferences, rights, qualifications, limitations and restrictions of the
Preferred Shares, a copy of which is attached as Exhibit A.

     "CLOSE OF BUSINESS" on any given date shall mean 5:00 p.m., Boston time, on
such date; provided, however, that, if such date is not a Business Day, "Close
of Business" shall mean 5:00 p.m., Boston, Massachusetts time, on the next
succeeding Business Day.

     "COMMON SHARES", when used with reference to the Company prior to a
Business Combination, shall mean the shares of Common Stock or any other shares
of capital stock of the Company into which the Common Stock shall be
reclassified or changed.  "Common Shares", when used with reference to any
Person (other than the Company prior to a Business Combination), shall mean
shares of capital stock of such Person (if such Person is a corporation) of any
class or series, or units of equity interests in such Person (if such Person is
not a corporation) of any class or series, the terms of which do not limit (as a
maximum amount and not merely in proportional terms) the amount of dividends or
income payable or distributable on such class or series or the amount of assets
distributable on such class or series upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person and do not provide that
such class or series is subject to redemption at the option of such Person, or
any shares of capital stock or units of equity interests into which the
foregoing shall be reclassified or changes; provided, however, that, if at any
time there shall be more than one such class or series

                                       3
<PAGE>
 
of capital stock or equity interests of such Person, "Common Shares" of such
Person shall include all such classes and series substantially in the proportion
of the total number of shares or other units of each such class or series
outstanding at such time.

     "COMMON STOCK" shall have the meaning set forth in the introductory
paragraph of this Rights Agreement.

     "COMPANY" shall have the meaning set forth in the heading of this Rights
Agreement; provided, however, that if there is a Business Combination, "Company"
shall have the meaning set forth in Section 11(c)(III).

     The term "CONTROL" with respect to any Person shall mean the power to
direct the management and policies of such Person, directly or indirectly, by or
through stock ownership, agency or otherwise, or pursuant to or in connection
with an agreement, arrangement or understanding (written or oral) with one or
more other Persons by or through stock ownership, agency or otherwise; and the
terms "controlling" and "controlled" shall have meanings correlative to the
foregoing.

     "DISTRIBUTION DATE" shall have the meaning set forth in Section 3(b).

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as in effect
on the date in question, unless otherwise specifically provided.

     "EXCHANGE CONSIDERATION" shall have the meaning set forth in Section
11(b)(I).

     "EXPIRATION DATE" shall have the meaning set forth in Section 7(a).

     "FORMULA NUMBER" shall have the meaning set forth in Section 2 of the
Certificate of Designation.

     "MAJOR PART", when used with reference to the assets of the Company and its
Subsidiaries as of any date, shall mean assets (i) having a fair market value
aggregating 50% or more of the total fair market value of all the assets of the
Company and its Subsidiaries (taken as a whole) as of the date in question, (ii)
accounting for 50% or more of the total value (net of depreciation and
amortization) of all the assets of the Company and its Subsidiaries (taken as a
whole) as would be shown on a consolidated or combined balance sheet of the
Company and its Subsidiaries as of the date in question, prepared in accordance
with generally accepted accounting principles then in effect, or (iii)
accounting for 50% or more of the total amount of earnings before interest,
taxes, depreciation and amortization or revenues of the Company and its
Subsidiaries (taken as a whole) as would be shown on, or derived from, a
consolidated or combined statement of income of the Company and its Subsidiaries
for the period of 12 months ending on the last day of the Company's monthly
accounting period next preceding the date in question, prepared in accordance
with generally accepted accounting principles then in effect.

                                       4
<PAGE>
 
     "MARKET VALUE", when used with reference to any class of Common Shares on
any date, shall be deemed to be the average of the daily closing prices, per
share, of any such class for the period which is the shorter of (1) 30
consecutive Trading Days immediately prior to the date in question or (2) the
number of consecutive Trading Days beginning on the Trading Day immediately
after the date of the first public announcement of a Business Combination with
an Acquiring Person or Affiliate or Associate of an Acquiring Person requiring a
determination of the Market Value and ending on the Trading Day immediately
prior to the record date of such Business Combination; PROVIDED, HOWEVER, that,
in the event that the Market Value of such class of Common Shares is to be
determined in whole or in part during a period following the announcement by the
issuer of such class of Common Shares of any action of the type described in
Section 12(a) that would require an adjustment thereunder, then, and in each
such case, the Market Value of such class shall be appropriately adjusted to
reflect the effect of such action on the market price of such class.  The
closing price for each Trading Day shall be the closing price quoted on the
composite tape for securities listed on the New York Stock Exchange, or, if such
securities are not quoted on such composite tape or if such securities are not
listed on such exchange, on the principal United States securities exchange
registered under the Exchange Act (or any recognized foreign stock exchange) on
which such securities are listed, or, if such securities are not listed on any
such 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 with respect to a
share of such securities as reported by the Nasdaq Stock Market, Inc. ("NASDAQ")
or such other system then in use, or if no such quotations are available, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in such securities selected by the Board of
Directors of the Company.  If on any such Trading Day no market maker is making
a market in such securities for any reason, the closing price of such securities
on such Trading Day shall be deemed to be the fair value of such securities 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, the holders of Rights and all other
Persons); PROVIDED, HOWEVER, that for the purpose of determining the closing
price of the Preferred Shares for any Trading Day on which there is no such
market maker for the Preferred Shares the closing price on such Trading Day
shall be deemed to be the Formula Number times the closing price of the Common
Stock of the Company on such Trading Day.

     "OWNERSHIP THRESHOLD" shall mean, with respect to any Person, Beneficial
Ownership of the GREATER of (A) 20% of the Common Shares outstanding at any time
or (B) the lowest percentage of the outstanding Common Shares Beneficially Owned
by such Person on any date on or after the date of this Agreement, plus in the
case of this clause (B) 1% of the Common Shares outstanding on the date of this
Agreement.  For purposes of calculating the Ownership Threshold, the number of
Common Shares outstanding at any time shall include Common Shares issuable upon
the exchange of any securities issued in connection with the Company's
acquisition of Promis Systems Corporation Ltd.

     "PERSON" shall mean an individual, corporation, partnership, joint venture,
association, trust, unincorporated organization or other entity.

                                       5
<PAGE>
 
     "PREFERRED SHARES" shall have the meaning set forth in the introductory
paragraph of this Rights Agreement.  Any reference in this Rights Agreement to
Preferred Shares shall be deemed to include any authorized fraction of a
Preferred Share, unless the context otherwise requires.

     "PREFERRED STOCK" shall mean the Preferred Stock, $.01 par value, of the
Company.

     "PRINCIPAL PARTY" shall mean the Surviving Person in a Business
Combination; provided, however, that, if such Surviving Person is a direct or
indirect Subsidiary of any other Person, "Principal Party" shall mean the Person
which is the ultimate parent of such Surviving Person and which is not itself a
Subsidiary of another Person.  In the event ultimate control of such Surviving
Person is shared by two or more Persons, "Principal Party" shall mean that
Person that is immediately controlled by such two or more Persons.

     "PURCHASE PRICE" with respect to each Right shall mean $140, as such amount
may from time to time be adjusted as provided herein, and shall be payable in
lawful money of the United States of America.  All references herein to the
Purchase Price shall mean the Purchase Price as in effect at the time in
question.

     "RECORD DATE" shall have the meaning set forth in the introductory
paragraph of this Rights Agreement.

     "REDEMPTION DATE" shall have the meaning set forth in Section 24(a).

     "REDEMPTION PRICE" with respect to each Right shall mean $.001, as such
amount may from time to time be adjusted in accordance with Section 12.  All
references herein to the Redemption Price shall mean the Redemption Price as in
effect at the time in question.

     "REGISTERED COMMON SHARES" shall mean Common Shares which are, as of the
date of consummation of a Business Combination, and have continuously been for
the 12 months immediately preceding such date, registered under Section 12 of
the Exchange Act.

     "RIGHT CERTIFICATE" shall mean a certificate evidencing a Right in
substantially the form attached as Exhibit B.

     "RIGHTS" shall mean the rights to purchase Preferred Shares (or other
securities) as provided in this Rights Agreement.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as in effect on the
date in question, unless otherwise specifically provided.

     "SUBSIDIARY" shall mean a Person, at least a majority of the total
outstanding voting power (being the power under ordinary circumstances (and not
merely upon the happening of a contingency) to vote in the election of directors
of such Person (if such Person is a corporation) or to participate in the
management and control of such Person (if such Person is not a corporation)) of
which is owned, directly or indirectly, by another Person or by one or more
other

                                       6
<PAGE>
 
Subsidiaries of such other Person or by such other Person and one or more
other Subsidiaries of such other Person.

     "SURVIVING PERSON" shall mean (1) the Person which is the continuing or
surviving Person in a consolidation or merger specified in Section 11(c)(I)(i)
or 11(c)(I)(ii) or (2) the Person to which the Major Part of the assets of the
Company and its Subsidiaries is sold, leased, exchanged or otherwise transferred
or disposed of in a transaction specified in Section 11(c)(I)(iii); PROVIDED,
HOWEVER, that, if the Major Part of the assets of the Company and its
Subsidiaries is sold, leased, exchanged or otherwise transferred or disposed of
in one or more related transactions specified in Section 11(c)(I)(iii) to more
than one Person, the "Surviving Person" in such case shall mean the Person that
acquired assets of the Company and/or its Subsidiaries with the greatest fair
market value in such transaction or transactions.

     "TRADING DAY", when used with reference to the Market Value of a security,
shall mean a day on which the principal national securities exchange (or
principal recognized foreign stock exchange, as the case may be) on which such
securities are listed or admitted to trading is open for the transaction of
business or, if such securities in question are not listed or admitted to
trading on any national securities exchange (or recognized foreign stock
exchange, as the case may be), a Business Day.

     Section 2.  APPOINTMENT OF RIGHTS AGENT.  The Company hereby appoints the
Rights Agent to act as agent for the Company in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment.  The
Company may from time to time appoint one or more co-Rights Agents as it may
deem necessary or desirable, upon ten (10) days' prior written notice to the
Rights Agent (the term "Rights Agent" being used herein to refer, collectively,
to the Rights Agent together with any such co-Rights Agents).  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.  In the event the Company appoints one
or more co-Rights Agents, the respective duties of the Rights Agent and any co-
Rights Agents shall be as the Company shall determine.

     Section 3.  ISSUE OF RIGHTS AND RIGHT CERTIFICATES.

          (a) One Right shall be associated with each Common Share outstanding
on the Record Date, each additional Common Share that shall become outstanding
between the Record Date and the earliest of the Distribution Date, the
Redemption Date or the Expiration Date and each additional Common Share with
which Rights are issued after the Distribution Date but prior to the earlier of
the Redemption Date or the Expiration Date as provided in Section 23, in each
case subject to the provisions of Section 12.

          (b) Until the earlier of (i) the first public announcement by the
Company that a Person has become an Acquiring Person or (ii) the Close of
Business on such date, if any, as may be designated by the Board of Directors of
the Company following the commencement of, or first public disclosure of an
intent to commence, a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the

                                       7
<PAGE>
 
Company or of any of its Subsidiaries, or any Person holding Common Shares for
or pursuant to the terms of any such employee benefit plan) for outstanding
Common Shares, if upon consummation of such tender or exchange offer such
Person's Beneficial Ownership of Common Shares then outstanding (including
Common Shares issuable upon the exchange of any securities issued in connection
with the Company's acquisition of Promis Systems Corporation Ltd. then
outstanding) could equal or exceed such Person's Ownership Threshold (the Close
of Business on the earlier of such dates being the "Distribution Date"), (x) the
Rights will be evidenced by the certificates for Common Shares registered in the
names of the holders thereof and not by separate Right Certificates and (y) the
Rights, including the right to receive Right Certificates, will be transferable
only in connection with the transfer of Common Shares. As soon as practicable
after the Distribution Date, the Rights Agent will send, by first-class, 
postage-prepaid mail, to each record holder of Common Shares as of the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate evidencing the Rights to which such holder is
entitled. As of and after the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.

          (c) With respect to any certificate for Common Shares, until the 
earliest of the Distribution Date, the Redemption Date or the Expiration Date,
the Rights associated with the Common Shares represented by any such certificate
shall be evidenced by such certificate alone, the registered holders of the
Common Shares shall also be the registered holders of the associated Rights and
the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.

          (d) Certificates issued for Common Shares after the Record Date 
(including, without limitation, upon transfer or exchange of outstanding Common
Shares), but prior to the earliest of the Distribution Date, the Redemption Date
or the Expiration Date, may have printed on, written on or otherwise affixed to
them the following legend:

          This certificate also evidences and entitles the holder hereof to 
     certain Rights as set forth in a Rights Agreement dated as of December 9,
     1998, as it may be amended from time to time (the "Rights Agreement"),
     between PRI AUTOMATION, INC. (the "Company") and STATE STREET BANK AND
     TRUST COMPANY, as Rights Agent, the terms of which are hereby incorporated
     herein by reference and a copy of which is on file at the principal
     executive offices of the Company. Under certain circumstances, as set forth
     in the Rights Agreement, such Rights 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 after receipt of a written request therefor.
     Rights beneficially owned by Acquiring Persons or their Affiliates or
     Associates (as such terms are defined in the Rights Agreement) and by any
     subsequent holder of such Rights are null and void and nontransferable.

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

                                       8
<PAGE>
 
     Section 4.  FORM OF RIGHT CERTIFICATES.  The Right Certificates (and the
form of election to purchase to be printed on the reverse side thereof) shall be
in substantially the form set forth as 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 Rights Agreement, or as may be required to comply
with any applicable law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Rights may, from
time to time be listed, or to conform to usage.  Subject to the provisions of
Sections 7, 11 and 23, the Right Certificates, whenever issued, shall be dated
as of the Distribution Date, and on their face shall entitle the holders thereof
to purchase such number of Preferred Shares as shall be set forth therein for
the Purchase Price set forth therein, subject to adjustment from time to time as
herein provided.

     Section 5.  EXECUTION, COUNTERSIGNATURE AND REGISTRATION.

          (a) The Right Certificates shall be executed on behalf of the Company
by the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice
President (whether preceded by any additional title) of the Company, either
manually or by facsimile signature, and have affixed thereto the Company's seal
or a facsimile thereof which shall be attested by the Clerk, an Assistant Clerk
or a Vice President (whether preceded by any additional title, provided that
such Vice President shall not have also executed the Right Certificates) of the
Company, either manually or by facsimile signature. The Right Certificates shall
be manually countersigned by the Rights Agent and shall not be valid or
obligatory for any purpose unless so countersigned. In case any officer of the
Company who shall have signed any of the Right Certificates shall cease to be
such an officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates may nevertheless
be countersigned by the Rights Agent and issued and delivered by the Company
with the same force and effect as though the person who signed such Right
Certificates had not ceased to be such an officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who, at the
actual date of execution of such Right Certificate, shall be a proper officer of
the Company to sign such Right Certificate, although at the date of execution of
this Rights Agreement any such person was not such an officer of the Company.

          (b) Following the Distribution Date, the Rights Agent will keep or 
cause to be kept, at its office in Canton, Massachusetts, books for registration
and transfer of the Right Certificates issued hereunder. Such books shall show
the names and addresses of the respective holders of the Right Certificates, the
number of Rights evidenced by each of the Right Certificates, the certificate
number of each of the Right Certificates and the date of each of the Right
Certificates.

     Section 6.  TRANSFER, SPLIT-UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES;
UNCERTIFICATED RIGHTS.

          (a) Subject to the provisions of Sections 7(e) and 15, at any time 
after the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date

                                       9
<PAGE>
 
or the Expiration Date, any Right Certificate or Right Certificates may be
transferred, split-up, combined or exchanged for another Right Certificate or
Right Certificates representing, in the aggregate, the same number of Rights as
the Right Certificate or Right Certificates surrendered then represented. Any
registered holder desiring to transfer, split-up, combine or exchange any Right
Certificate shall make such request in writing delivered to the Rights Agent and
shall surrender the Right Certificate or Right Certificates to be transferred,
split-up, combined or exchanged at the office of the Rights Agent; PROVIDED,
HOWEVER, that neither the Rights Agent nor the Company shall be obligated to
take any action whatsoever with respect to the transfer of any Right Certificate
surrendered for transfer until the registered holder shall have completed and
signed the certification contained in the form of assignment on the reverse side
of such Right 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. The Rights Agent
shall, subject to Sections 7(e) and 15, countersign and deliver to the Person
entitled thereto a Right Certificate or Right Certificates, as the case may be,
as so requested. The Company may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer, split-up, combination or exchange of Right Certificates.

          (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 valid Right Certificate, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and, at the Company's
request, reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will make a new
Right Certificate of like tenor and deliver such new Right Certificate to the
Rights Agent for countersignature and delivery to the registered owner in lieu
of the Right Certificate so lost, stolen, destroyed or mutilated.

          (c) Notwithstanding any other provision hereof, the Company and the 
Rights Agent may amend this Rights Agreement to provide for uncertificated
Rights in addition to or in place of Rights evidenced by Right Certificates.

     Section 7.  EXERCISE OF RIGHTS; EXPIRATION DATE OF RIGHTS.

          (a) Subject to Section 7(e) and except as otherwise provided herein
(including Section 11), each Right shall entitle the registered holder thereof,
upon exercise thereof as provided herein, to purchase for the Purchase Price, at
any time after the Distribution Date and at or prior to the earlier of (i) the
Close of Business on the 10th anniversary of the date of this Rights Agreement
(the Close of Business on such date being the "Expiration Date") or (ii) the
Redemption Date, one one-hundredth (1/100th) of a Preferred Share, subject to
adjustment from time to time as provided in Sections 11 and 12.

          (b) The registered holder of any Right Certificate may exercise the 
Rights evidenced thereby (except as otherwise provided herein) in whole or in
part at any time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase

                                       10
<PAGE>
 
on the reverse side thereof duly executed, to the Rights Agent at the office of
the Rights Agent in Canton, Massachusetts, together with payment of the Purchase
Price for each one-hundredth (1/100th) of a Preferred Share as to which the
Rights are exercised, at or prior to the earlier of (i) the Expiration Date or
(ii) the Redemption Date.

          (c) Upon receipt of a Right Certificate representing exercisable 
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the Preferred Shares to be purchased together
with an amount equal to any applicable transfer tax, in lawful money of the
United States of America, in cash or by certified check or money order payable
to the order of the Company, the Rights Agent shall thereupon (i) either (A)
promptly requisition from any transfer agent of the Preferred Shares (or make
available, if the Rights Agent is the transfer agent) certificates for the
number of Preferred Shares 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 Preferred Shares with a depositary
agent under a depositary arrangement, promptly requisition from the depositary
agent depositary receipts representing the number of one-hundredths (1/100ths)
of a Preferred Share to be purchased (in which case certificates for the
Preferred Shares to be 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 all such requests, (ii) when appropriate,
promptly requisition from the Company the amount of cash to be paid in lieu of
issuance of fractional shares in accordance with Section 15, (iii) promptly
after receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt promptly deliver such cash to or
upon the order of the registered holder of such Right Certificate.

          (d) In case the registered holder of any Right Certificate shall 
exercise fewer than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent and delivered to the registered holder of such Right
Certificate or to his duly authorized assigns, subject to the provisions of
Section 15.

          (e) Notwithstanding anything in this Rights Agreement to the 
contrary, any Rights that are at any time beneficially owned by an Acquiring
Person or any Affiliate or Associate of an Acquiring Person shall be null and
void, and any holder of any such Right (including any purported transferee or
subsequent holder) shall not have any right to exercise any such Right.

          (f) Notwithstanding anything in this Rights Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder of any Right Certificates 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 Right
Certificate surrendered for such exercise and (ii) provided such additional
evidence of the

                                       11
<PAGE>
 
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request.

          (g) The Company may temporarily suspend, for a period of time not to
exceed 90 calendar days after the Distribution Date, the exercisability of the
Rights in order to prepare and file a registration statement under the
Securities Act, on an appropriate form, with respect to the Preferred Shares
purchasable upon exercise of the Rights and permit such registration statement
to become effective; PROVIDED, HOWEVER, that no such suspension shall remain
effective after, and the Rights shall without any further action by the Company
or any other Person become exercisable immediately upon, the effectiveness of
such registration statement. Upon any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended and shall issue a further public announcement at such time
as the suspension is no longer in effect. Notwithstanding any provision herein
to the contrary, the Rights shall not be exercisable in any jurisdiction if the
requisite qualification under the blue sky or securities laws of such
jurisdiction shall not have been obtained or the exercise of the Rights shall
not be permitted under applicable law.

     Section 8.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.  All Right
Certificates surrendered or presented for the purpose of exercise, transfer,
split-up, combination or exchange shall, and any Right Certificate representing
Rights that have become null and void and nontransferable pursuant to Section
7(e) surrendered or presented for any purpose shall, if surrendered or presented
to the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in canceled form, or, if surrendered or presented to the Rights
Agent, shall be canceled by it, and no Right Certificates shall be issued in
lieu thereof except as expressly permitted by this Rights Agreement.  The
Company shall deliver to the Rights Agent for cancellation and retirement, and
the Rights Agent shall so cancel and retire, any Right Certificate purchased or
acquired by the Company.  The Rights Agent shall deliver all canceled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy such canceled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

     Section 9.  RESERVATION AND AVAILABILITY OF PREFERRED SHARES.

          (a) The Company covenants and agrees that it will cause to be 
reserved and kept available out of its authorized and unissued Preferred Shares
or any authorized and issued Preferred Shares held in its treasury, free from
preemptive rights or any right of first refusal, a number of Preferred Shares
sufficient to permit the exercise in full of all outstanding Rights.

          (b) In the event that there shall not be sufficient Preferred Shares
issued
but not outstanding or authorized but unissued to permit the exercise or
exchange of Rights in accordance with Section 11, the Company covenants and
agrees that it will take all such action as may be necessary to authorize
additional Preferred Shares for issuance upon the exercise or exchange of Rights
pursuant to Section 11; PROVIDED, HOWEVER, that if the Company is unable to
cause the authorization of additional Preferred Shares, then the Company shall,
or in lieu of seeking any such authorization, the Company may, to the extent
necessary and permitted by

                                       12
<PAGE>
 
applicable law and any agreements or instruments in effect prior to the
Distribution Date to which it is a party, (i) upon surrender of a Right, pay
cash equal to the Purchase Price in lieu of issuing Preferred Shares and
requiring payment therefor, (ii) upon due exercise of a Right and payment of the
Purchase Price for each Preferred Share as to which such Right is exercised,
issue equity securities having a value equal to the value of the Preferred
Shares which otherwise would have been issuable pursuant to Section 11, which
value shall be determined by a nationally recognized investment banking firm
selected by the Board of Directors of the Company or (iii) upon due exercise of
a Right and payment of the Purchase Price for each Preferred Share as to which
such Right is exercised, distribute a combination of Preferred Shares, cash
and/or other equity and/or debt securities having an aggregate value equal to
the value of the Preferred Shares which otherwise would have been issuable
pursuant to Section 11, which value shall be determined by a nationally
recognized investment banking firm selected by the Board of Directors of the
Company. To the extent that any legal or contractual restrictions (pursuant to
agreements or instruments in effect prior to the Distribution Date to which it
is party) prevent the Company from paying the full amount payable in accordance
with the foregoing sentence, the Company shall pay to holders of the Rights as
to which such payments are being made all amounts which are not then restricted
on a pro rata basis as such payments become permissible under such legal or
contractual restrictions until such payments have been paid in full.

          (c) The Company covenants and agrees that it will take all such 
action as may be necessary to ensure that all Preferred Shares delivered upon
exercise or exchange of Rights shall, at the time of delivery of the
certificates for such Preferred Shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.

          (d) So long as the Preferred Shares issuable upon the exercise or 
exchange of Rights are to be listed on any national securities exchange, the
Company covenants and agrees to use its best efforts to cause, from and after
such time as the Rights become exercisable or exchangeable, all Preferred Shares
reserved for such issuance to be listed on such securities exchange upon
official notice of issuance upon such exercise or exchange.

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

                                       13
<PAGE>
 
     Section 10.  PREFERRED SHARES RECORD DATE.  Each Person in whose name any
certificate for Preferred Shares or other securities is issued upon the exercise
or exchange of Rights shall for all purposes be deemed to have become the holder
of record of the Preferred Shares or other securities, as the case may be,
represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of
any Purchase Price (and any applicable transfer taxes) was made; PROVIDED,
HOWEVER, that, if the date of such surrender and payment is a date upon which
the transfer books of the Company for the Preferred Shares or other securities,
as the case may be, are closed, such Person shall be deemed to have become the
record holder of such Preferred Shares or other securities, as the case may be,
on, and such certificate shall be dated, the next succeeding Business Day on
which the transfer books of the Company for the Preferred Shares or other
securities, as the case may be, are open.

     Section 11.  ADJUSTMENTS IN RIGHTS AFTER THERE IS AN ACQUIRING PERSON;
EXCHANGE OF RIGHTS FOR SHARES; BUSINESS COMBINATIONS.

          (a) Upon a Person becoming an Acquiring Person, proper provision 
shall be made so that each holder of a Right, except as provided in Section
7(e), shall thereafter have a right to receive, upon exercise thereof for the
Purchase Price in accordance with the terms of this Rights Agreement, such
number of one-hundredths (1/100ths) of a Preferred Share as shall equal the
result obtained by multiplying the Purchase Price by a fraction, the numerator
of which is the number of one-hundredths (1/100ths) of a Preferred Share for
which a Right is then exercisable and the denominator of which is 50% of the
Market Value of the Common Stock on the date on which a Person becomes an
Acquiring Person. As soon as practicable after a Person becomes an Acquiring
Person (provided the Company shall not have elected to make the exchange
permitted by Section 11(b)(I) for all outstanding Rights), the Company covenants
and agrees to use its best efforts to:

          (I) prepare and file a registration statement under the Securities 
Act, on an appropriate form, with respect to the Preferred Shares purchasable
upon exercise of the Rights;

          (II) cause such registration statement to become effective as soon as
practicable after such filing;

          (III)  cause such registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Securities Act) until
the Expiration Date; and

          (IV) qualify or register the Preferred Shares purchasable upon 
exercise of the Rights under the blue sky or securities laws of such
jurisdictions as may be necessary or appropriate.

          (b)(I) The Board of Directors of the Company may, at its option, at
any time after a Person becomes an Acquiring Person, mandatorily exchange all or
part of the then outstanding and exercisable Rights (which shall not include
Rights that shall have become null and void and 

                                       14
<PAGE>
 
nontransferable pursuant to the provisions of Section 7(e)) for consideration
per Right consisting of one-half of the securities that would be issuable at
such time upon the exercise of one Right in accordance with Section 11(a) or, if
applicable, Section 9(b) (the consideration issuable per Right pursuant to this
Section 11(b)(I) being the "Exchange Consideration"). The Board of Directors of
the Company may, at its option, issue, in substitution for Preferred Shares,
shares of Common Stock in an amount per Preferred Share equal to the Formula
Number if there are sufficient shares of Common Stock issued but not outstanding
or authorized but unissued. If the Board of Directors of the Company elects to
exchange all the Rights for Exchange Consideration pursuant to this Section
11(b)(I) prior to the physical distribution of the Right Certificates, the
Corporation may distribute the Exchange Consideration in lieu of distributing
Right Certificates, in which case for purposes of this Rights Agreement holders
of Rights shall be deemed to have simultaneously received and surrendered for
exchange Right Certificates on the date of such distribution.

          (II) Any action of the Board of Directors of the Company ordering the
exchange of any Rights pursuant to Section 11(b)(I) shall be irrevocable and,
immediately upon the taking of such action and without any further action and
without any notice, the right to exercise any such Right pursuant to Section
11(a) shall terminate and the only right thereafter of a holder of such Right
shall be to receive the Exchange Consideration in exchange for each such Right
held by such holder or, if the Exchange Consideration shall not have been paid
or issued, to exercise any such Right pursuant to Section 11(c)(I).  The Company
shall promptly give public notice of any such exchange; PROVIDED, HOWEVER, that
the failure to give, or any defect in, such notice shall not affect the validity
of such exchange.  The Company promptly shall mail a notice of any such exchange
to all holders of such Rights at their last addresses as they appear upon the
registry books of the Rights Agent.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice.  Each such notice of exchange will state the method by which the
exchange of the Rights for the Exchange Consideration will be effected and, in
the event of any partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the number of Rights
(other than Rights which shall have become null and void and nontransferable
pursuant to the provisions of Section 7(e)) held by each holder of Rights.

          (c)(I) In the event that, following a Distribution Date, directly or
indirectly, any transactions specified in the following clause (i), (ii) or
(iii) of this Section 11(c) (each such transaction being a "Business
Combination") shall be consummated:

          (i) the Company shall consolidate with, or merge with and into, any
     Acquiring Person or any Affiliate or Associate of an Acquiring Person;

          (ii) any Acquiring Person or any Affiliate or Associate of an 
     Acquiring Person shall merge with and into the Company and, in connection
     with such merger, all or part of the Common Shares shall be changed into or
     exchanged for capital stock or other securities of the Company or of any
     Acquiring Person or Affiliate or Associate of an Acquiring Person or cash
     or any other property; or

                                       15
<PAGE>
 
          (iii)  the Company shall sell, lease, exchange or otherwise transfer
     or dispose of (or one or more of its Subsidiaries shall sell, lease,
     exchange or otherwise transfer or dispose of), in one or more transactions,
     the Major Part of the assets of the Company and its Subsidiaries (taken as
     a whole) to any Acquiring Person or any Affiliate or Associate of an
     Acquiring Person,

then, in each such case, proper provision shall be made so that each holder of a
Right, except as provided in Section 7(e), shall thereafter have the right to
receive, upon the exercise thereof for the Purchase Price in accordance with the
terms of this Rights Agreement, the securities specified below (or, at such
holder's option, the securities specified in Section 11(a)):

          (A) If the Principal Party in such Business Combination has Registered
     Common Shares outstanding, each Right shall thereafter represent the right
     to receive, upon the exercise thereof for the Purchase Price in accordance
     with the terms of this Rights Agreement, such number of Registered Common
     Shares of such Principal Party, free and clear of all liens, encumbrances
     or other adverse claims, as shall have an aggregate Market Value equal to
     the result obtained by multiplying the Purchase Price by two;

          (B) If the Principal Party involved in such Business Combination 
     does not have Registered Common Shares outstanding, each Right shall
     thereafter represent the right to receive, upon the exercise thereof for
     the Purchase Price in accordance with the terms of this Rights Agreement,
     at the election of the holder of such Right at the time of the exercise
     thereof, any of:

              (1) such number of Common Shares of the Surviving Person in such
          Business Combination as shall have an aggregate Book Value immediately
          after giving effect to such Business Combination equal to the result
          obtained by multiplying the Purchase Price by two;

              (2) such number of Common Shares of the Principal Party in such 
          Business Combination (if the Principal Party is not also the Surviving
          Person in such Business Combination) as shall have an aggregate Book
          Value immediately after giving effect to such Business Combination
          equal to the result obtained by multiplying the Purchase Price by two;
          or

              (3) if the Principal Party in such Business Combination is an 
          Affiliate of one or more Persons which have Registered Common Shares
          outstanding, such number of Registered Common Shares of whichever of
          such Affiliates of the Principal Party has Registered Common Shares
          with the greatest aggregate Market Value on the date of consummation
          of such Business Combination as shall have an aggregate Market Value
          on the date of such Business Combination equal to the result obtained
          by multiplying the Purchase Price by two.

                                       16
<PAGE>
 
          (II) The Company shall not consummate any Business Combination unless
each issuer of Common Shares for which Rights may be exercised, as set forth in
this Section 11(c), shall have sufficient authorized Common Shares that have not
been issued or reserved for issuance (and which shall, when issued upon exercise
thereof in accordance with this Rights Agreement, be validly issued, fully paid
and nonassessable and free of preemptive rights, rights of first refusal or any
other restrictions or limitations on the transfer or ownership thereof) to
permit the exercise in full of the Rights in accordance with this Section 11(c)
and unless prior thereto:

          (i) a registration statement under the Securities Act on an 
     appropriate form, with respect to the Rights and the Common Shares of such
     issuer purchasable upon exercise of the Rights, shall be effective under
     the Securities Act; and

          (ii) the Company and each such issuer shall have:

               (A) executed and delivered to the Rights Agent a supplemental 
          agreement providing for the assumption by such issuer of the
          obligations set forth in this Section 11(c) (including the obligation
          of such issuer to issue Common Shares upon the exercise of Rights in
          accordance with the terms set forth in Sections 11(c)(I) and
          11(c)(III)) and further providing that such issuer, at its own
          expense, will use its best efforts to:

                   (1) cause a registration statement under the Securities Act
               on an appropriate form, with respect to the Rights and the Common
               Shares of such issuer purchasable upon exercise of the Rights, to
               remain effective (with a prospectus at all times meeting the
               requirements of the Securities Act) until the Expiration Date;

                   (2) qualify or register the Rights and the Common Shares of 
               such issuer purchasable upon exercise of the Rights under the
               blue sky or securities laws of such jurisdictions as may be
               necessary or appropriate; and

                   (3) list the Rights and the Common Shares of such issuer 
               purchasable upon exercise of the Rights on each national
               securities exchange on which the Common Shares were listed prior
               to the consummation of the Business Combination or, if the Common
               Shares were not listed on a national securities exchange prior to
               the consummation of the Business Combination, on a national
               securities exchange;

               (B) furnished to the Rights Agent a written opinion of 
          independent counsel stating that such supplemental agreement is a
          valid, binding and enforceable agreement of such issuer; and

                                       17
<PAGE>
 
               (C) filed with the Rights Agent a certificate of a nationally 
          recognized firm of independent accountants setting forth the number of
          Common Shares of such issuer which may be purchased upon the exercise
          of each Right after the consummation of such Business Combination.

          (III)  After consummation of any Business Combination and subject to
the provisions of Section 11(c)(II), (i) each issuer of Common Shares for which
Rights may be exercised as set forth in this Section 11(c) shall be liable for,
and shall assume, by virtue of such Business Combination, all the obligations
and duties of the Company pursuant to this Rights Agreement, (ii) the term
"Company" shall thereafter be deemed to refer to such issuer, (iii) each such
issuer shall take such steps in connection with such consummation as may be
necessary to assure that the provisions hereof (including the provisions of
Sections 11(a) and 11(c)) shall thereafter be applicable, as nearly as
reasonably may be, in relation to its Common Shares thereafter deliverable upon
the exercise of the Rights, and (iv) the number of Common Shares of each such
issuer thereafter receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions of Sections 11 and 12, and the provisions of
Section 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly
as reasonably may be, on like terms to any such Common Shares.

     Section 12.  CERTAIN ADJUSTMENTS.

          (a) To preserve the actual or potential economic value of the Rights,
if at any time after the date of this Rights Agreement there shall be any change
in the Common Shares or the Preferred Shares, whether by reason of stock
dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchanges of securities, split-ups, split-offs, spin-offs,
liquidations, other similar changes in capitalization, or any distribution or
issuance of cash, assets, evidences of indebtedness or subscription rights,
options or warrants to holders of Common Shares or Preferred Shares, as the case
may be (other than distribution of the Rights or regular quarterly cash
dividends), or otherwise, then, in each such event the Board of Directors of the
Company shall make such appropriate adjustments in the number of Preferred
Shares (or the number and kind of other securities) issuable upon exercise of
each Right, the Purchase Price and Redemption Price in effect at such time and
the number of Rights outstanding at such time (including the number of Rights or
fractional Rights associated with each Common Share) such that following such
adjustment such event shall not have had the effect of reducing or limiting the
benefits the holders of the Rights would have had absent such event.

          (b) If, as a result of an adjustment made pursuant to Section 12(a),
the holder of any Right thereafter exercised shall become entitled to receive
any securities other than Preferred Shares, thereafter the number of such
securities so receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions of Sections 11 and 12, and the provisions of
Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly
as reasonably may be, on like terms, to any such other securities.

                                       18
<PAGE>
 
          (c) All Rights originally issued by the Company subsequent to any
adjustment made to the amount of Preferred Shares or other securities relating
to a Right shall evidence the right to purchase, for the Purchase Price, the
adjusted number and kind of securities purchasable from time to time hereunder
upon exercise of the Rights, all subject to further adjustment as provided
herein.

          (d) Irrespective of any adjustment or change in the Purchase Price 
or the number of Preferred Shares or number or kind of other securities issuable
upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the terms which were expressed in the
initial Right Certificates issued hereunder.

          (e) In any case in which action taken pursuant to Section 12(a) 
requires that an adjustment be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event issuing to the holder of any Right exercised after such record date the
Preferred Shares and/or other securities, if any, issuable upon such exercise
over and above the Preferred Shares and/or other securities, if any, issuable
before giving effect to such adjustment; PROVIDED, HOWEVER, that the Company
shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional securities upon the
occurrence of the event requiring such adjustment.

     Section 13.  CERTIFICATE OF ADJUSTMENT.  Whenever an adjustment is made as
provided in Section 11 or 12, the Company shall (a) promptly prepare a
certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment, (b) promptly file with the Rights Agent and with
each transfer agent for the Preferred Shares a copy of such certificate and (c)
mail a brief summary thereof to each holder of a Right Certificate (or, prior to
the Distribution Date, of the Common Shares) in accordance with Section 25.  The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained.

     Section 14.  ADDITIONAL COVENANTS.

          (a) Notwithstanding any other provision of this Rights Agreement, no
adjustment to the number of Preferred Shares (or fractions of a share) or other
securities for which a Right is exercisable or the number of Rights outstanding
or associated with each Common Share or any similar or other adjustment shall be
made or be effective if such adjustment would have the effect of reducing or
limiting the benefits the holders of the Rights would have had absent such
adjustment, including, without limitation, the benefits under Sections 11 and
12, unless the terms of this Rights Agreement are amended so as to preserve such
benefits.

          (b) The Company shall not consummate any Business Combination if any
issuer of Common Shares for which Rights may be exercised after such Business
Combination in accordance with Section 11(c) shall have taken any action that
reduces or otherwise limits the benefits the holders of the Rights would have
had absent such action, including, without limitation, the benefits under
Sections 11 and 12.

                                       19
<PAGE>
 
     Section 15.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

          (a) The Company may, but shall not be required to, issue fractions of
Rights or distribute Right Certificates which evidence fractional Rights.  In
lieu of such fractional Rights, the Company may pay to the registered holders of
the Right Certificates with regard to which such fractional Rights would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole Right.  For purposes of this Section 15(a), the
current market value of a whole Right shall be the closing price of the Rights
(as determined in a manner similar to that of Common Stock pursuant to the
second and third sentences of the definition of Market Value contained in
Section 1) for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.

          (b) The Company may, but shall not be required to, issue fractions of
Preferred Shares upon exercise of the Rights or distribute certificates which
evidence fractional Preferred Shares.  In lieu of fractional Preferred Shares,
the Company may elect to (i) utilize a depository arrangement as provided by the
terms of the Preferred Shares or (ii) in the case of a fraction of a Preferred
Share (other than one one-hundredth (1/100th) of a Preferred Share or any
integral multiple thereof), pay to the registered holders of Right Certificates
at the time such Rights are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one Preferred Share, if any
are outstanding and publicly traded (or the Formula Number times the current
market value of one share of Common Stock if the Preferred Shares are not
outstanding and publicly traded).  If, as a result of an adjustment made
pursuant to Section 12(a), the holder of any Right thereafter exercised shall
become entitled to receive any securities other than Preferred Shares, the
provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on
like terms to such other securities.

          (c) The Company may, but shall not be required to, issue fractions of
shares of Common Stock upon exchange of Rights pursuant to Section 11(b), or to
distribute certificates which evidence fractional shares of Common Stock.  In
lieu of such fractional shares of Common Stock, the Company may pay to the
registered holders of the Right Certificates with regard to which such
fractional shares of Common Stock would otherwise be issuable an amount in cash
equal to the same fraction of the current Market Value of one share of Common
Stock as of the date on which a Person became an Acquiring Person.

          (d) The holder of Rights by the acceptance of the Rights expressly 
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right except as provided in this Section 15.

     Section 16.  RIGHTS OF ACTION.

          (a) All rights of action in respect of this Rights Agreement are 
vested in the respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the Common Shares);
and any registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common

                                       20
<PAGE>
 
Shares) may, in 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
evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Rights 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 Rights Agreement and shall be entitled to specific performance of
the obligations of any Person under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this Rights
Agreement.

          (b) Any holder of Rights who prevails in an action to enforce the
provisions of this Rights Agreement shall be entitled to recover the reasonable
costs and expenses, including attorneys' fees, incurred in such action.

     Section 17.  TRANSFER AND OWNERSHIP OF RIGHTS AND RIGHT CERTIFICATES.

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

          (b) After the Distribution Date, the Right Certificates will be
transferable, subject to Section 7(e), only on the registry books of the Rights
Agent if surrendered at the office of the Rights Agent, duly endorsed or
accompanied by a proper instrument of transfer.

          (c) The Company and the Rights Agent may deem and treat the Person 
in whose name a Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated certificate for
Common Shares made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

     Section 18.  RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.  No holder,
as such, of any Right Certificate shall be entitled to vote or receive dividends
or be deemed, for any purpose, the holder of the Preferred Shares or of any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company,
including, without limitation, 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, or to receive dividends or other
distributions or subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with
the provisions hereof.

                                       21
<PAGE>
 
     Section 19.  CONCERNING THE RIGHTS AGENT.

          (a) The Company agrees to pay to the Rights Agent reasonable 
compensation for all services rendered by it hereunder and from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel fees and other
disbursements incurred in the administration and execution of this Rights
Agreement and the exercise and performance of its duties hereunder.

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

     Section 20.  MERGER OR CONSOLIDATION OR CHANGE 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 stock transfer or corporate trust business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Rights Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided that such corporation would
be eligible for appointment as a successor Rights Agent under the provisions of
Section 22. In case, at the time such successor Rights Agent shall succeed to
the agency created by this Rights Agreement, any of the Right Certificates shall
have been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and, in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.

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

     Section 21.  DUTIES OF RIGHTS AGENT.  The Rights Agent undertakes the
duties and obligations imposed by this Rights Agreement upon the following terms
and conditions, by all of

                                       22
<PAGE>
 
which the Company and the holders of Right Certificates (or, prior to the
Distribution Date, of the Common Shares), by their acceptance thereof, shall be
bound:

          (a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the advice or opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to any
action taken, suffered or omitted by it in good faith and in accordance with
such advice or opinion.

          (b) Whenever in the performance of its duties under this Rights 
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person) be
proved or established by the Company prior to taking, refraining from taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by any one of the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, a Vice President
(whether preceded by any additional title) or the Clerk or any Assistant Clerk
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 Rights Agreement in reliance upon such
certificate.

          (c) The Rights Agent shall be liable hereunder 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 Rights Agreement or in the
Right Certificates (except as to its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

          (e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Rights Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any adjustment required under the
provisions of Section 11 or 12 or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice of any such adjustment); nor
shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Preferred Shares or Common Shares
to be issued pursuant to this Rights Agreement or any Right Certificate or as to
whether any Preferred Shares or Common Shares 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

                                       23
<PAGE>
 
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 Rights Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the Chief Executive Officer, the President,
the Chief Operating Officer, the Chief Financial Officer, the Treasurer, a Vice
President (whether preceded by any additional title) or the Clerk or any
Assistant Clerk of the Company, 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.

          (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 the Rights
Agent under this Rights Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other legal
entity.

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

          (j) The Company agrees to indemnify and to hold the Rights Agent 
harmless against any loss, liability, damage or expense (including reasonable
fees and expenses of legal counsel) which the Rights Agent may incur resulting
from its actions as Rights Agent pursuant to this Rights Agreement; PROVIDED,
HOWEVER, that the Rights Agent shall not be indemnified or held harmless with
respect to any such loss, liability, damage or expense incurred by the Rights
Agent as a result of, or arising out of, its own gross negligence, bad faith or
willful misconduct. In no event will the Rights Agent be liable for special,
indirect, incidental or consequential loss of damage of any kind whatsoever,
even if the Rights Agent has been advised of the possibility of such loss or
damage. In no case shall the Company be liable with respect to any action,
proceeding, suit or claim against the Rights Agent unless the Rights Agent shall
have notified the Company, by letter or by facsimile confirmed by letter, of the
assertion of any action, proceeding, suit or claim against the Rights Agent,
promptly after the Rights Agent shall have notice of any such assertion of an
action, proceeding, suit or claim or shall have been served with the summons or
other first legal process giving information as to the nature and basis of the
action, proceeding, suit or claim. The Company shall be entitled to participate
at its own expense in the defense of any such action, proceeding, suit or claim,
and, if the Company so elects, the Company shall assume the defense of any such
action, proceeding, suit or claim. In the event that the Company assumes such
defense, the Company shall not thereafter be liable for the fees and expenses of
any additional counsel retained by the Rights Agent, so long as the Company
shall retain counsel satisfactory to the Rights Agent, in the exercise of its
reasonable judgment, to

                                       24
<PAGE>
 
defend such action, proceeding, suit or claim. The Rights Agent agrees not to
settle any litigation in connection with any action, proceeding, suit or claim
with respect to which it may seek indemnification from the Company without the
prior written consent of the Company.

     Section 22.  CHANGE OF RIGHTS AGENT.  The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Rights
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares and the Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates (or, prior to the
Distribution Date, of the Common Shares) by first-class mail, postage prepaid.
The Company may remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing, mailed to the Rights Agent or successor Rights Agent,
as the case may be, and to each transfer agent of the Common Shares and the
Preferred Shares by registered or certified mail, and to the holders of the
Right Certificates (or, prior to the Distribution Date, of the Common Shares) by
first-class mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent.  If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to
the Distribution Date, of the Common Shares) (who shall, with such notice,
submit his Right Certificate or, prior to the Distribution Date, the certificate
representing his Common Shares, for inspection by the Company), then the
registered holder of any Right Certificate (or, prior to the Distribution Date,
of the Common Shares) may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of any state of the
United States, in good standing, which is authorized under such laws to exercise
stock transfer or corporate trust powers and is subject to supervision or
examination by Federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000; PROVIDED that the principal transfer agent for the Common Shares
shall in any event be qualified to be the Rights Agent.  After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose.  Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares and the Preferred Shares, and mail
a notice thereof in writing to the registered holders of the Right Certificates
(or, prior to the Distribution Date, of the Common Shares).  Failure to give any
notice provided for in this Section 22 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 23.  ISSUANCE OF ADDITIONAL RIGHTS AND RIGHT CERTIFICATES.
Notwithstanding any of the provisions of this Rights Agreement or of the Rights
to the contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change made in accordance with

                                       25
<PAGE>
 
the provisions of this Rights Agreement. In addition, in connection with the
issuance or sale of Common Shares following the Distribution Date and prior to
the earlier of the Redemption Date or the Expiration Date, the Company (a)
shall, with respect to Common Shares 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, notes or debentures issued by
the Company or any of its Subsidiaries, and (b) may, in any other case, if
deemed necessary or appropriate by its Board of Directors, issue Right
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; PROVIDED, HOWEVER, that (i) no such Right 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 Right Certificate
would be issued, and (ii) no such Right Certificate shall be issued if, and to
the extent that, appropriate adjustment shall otherwise have been made in lieu
of the issuance thereof.

     Section 24.  REDEMPTION AND TERMINATION.

          (a) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the first public announcement by the Company
that a Person has become an Acquiring Person or (ii) the Expiration Date, order
the redemption of all, but not fewer than all, the then outstanding Rights at
the Redemption Price (the date of such redemption being the "Redemption Date"),
and the Company, at its option, may pay the Redemption Price either in cash or
Common Shares or other securities of the Company deemed by the Board of
Directors of the Company, in the exercise of its sole discretion, to be at least
equivalent in value to the Redemption Price.

          (b) Immediately upon the action of the Board of Directors of the 
Company ordering the redemption of the Rights, and without any further action
and without any notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price. Within 10 Business Days after the action of the Board of
Directors of the Company ordering the redemption of the Rights, the Company
shall give notice of such redemption to 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, prior to the
Distribution Date, on the registry books of the transfer agent for the Common
Shares. Each such notice of redemption will state the method by which payment of
the Redemption Price will be made. The notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the holder of Rights receives such notice. In any case, failure to give such
notice by mail, or any defect in the notice, to any particular holder of Rights
shall not affect the sufficiency of the notice to other holders of Rights.

     Section 25.  NOTICES.  Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of a Right Certificate
(or, prior to the Distribution Date, of the Common Shares) 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:

                                       26
<PAGE>
 
     PRI Automation, Inc.
     805 Middlesex Turnpike
     Billerica, Massachusetts 01821
     Attention of President

Subject to the provisions of Section 22, any notice or demand authorized by this
Rights Agreement to be given or made by the Company or by the holder of a Right
Certificate (or, prior to the Distribution Date, of the Common Shares) 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:

     State Street Bank and Trust Company
     c/o Boston EquiServe Limited Partnership
     150 Royall Street
     Canton, Massachusetts 02021
     Attention: Client Administration
 
Notices or demands authorized by this Rights Agreement to be given or made by
the Company or the Rights Agent to any holder of a Right Certificate (or, prior
to the Distribution Date, of the Common Shares) shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the transfer agent
for the Common Shares.

     Section 26.  SUPPLEMENTS AND AMENDMENTS.  At any time prior to the
Distribution Date and subject to the last sentence of this Section 26, the
Company may, and the Rights Agent shall if the Company so directs, supplement or
amend any provision of this Rights Agreement (including, without limitation, the
date on which the Distribution Date shall occur, the time during which the
Rights may be redeemed pursuant to Section 24 or any provision of the
Certificate of Designation) without the approval of any holder of the Rights.
From and after the Distribution Date and subject to applicable law, the Company
may, and the Rights Agent shall if the Company so directs, amend this Rights
Agreement without the approval of any holders of Right Certificates (i) to cure
any ambiguity or to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision of this Rights
Agreement or (ii) to make any other provisions in regard to matters or questions
arising hereunder which the Company may deem necessary or desirable and which
shall not adversely affect the interests of the holders of Right Certificates
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person).  Any supplement or amendment to this Rights Agreement duly approved by
the Company that does not amend Sections 19, 20, 21 or 22 in a manner adverse to
the Rights Agent shall become effective immediately upon execution by the
Company, whether or not also executed by the Rights Agent.  In addition,
notwithstanding anything to the contrary contained in this Rights Agreement, no
supplement or amendment to this Rights Agreement shall be made which (a) reduces
the Redemption Price (except as required by Section 12(a)) or (b) provides for
an earlier Expiration Date.

                                       27
<PAGE>
 
     Section 27.  SUCCESSORS.  All the covenants and provisions of this Rights
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

     Section 28.  BENEFITS OF RIGHTS AGREEMENT; DETERMINATIONS AND ACTIONS BY
THE BOARD OF DIRECTORS, ETC.

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

          (b) Except as explicitly otherwise provided in this Rights Agreement, 
the Board of Directors of the Company shall have the exclusive power and
authority to administer this Rights Agreement and to exercise all rights and
powers specifically granted to the Board of Directors of the Company or to the
Company, or as may be necessary or advisable in the administration of this
Rights Agreement, including, without limitation, the right and power to (i)
interpret the provisions of this Rights Agreement and (ii) make all
determinations deemed necessary or advisable for the administration of this
Rights Agreement (including, without limitation, a determination to redeem or
not redeem the Rights or to amend this Rights Agreement and a determination of
whether there is an Acquiring Person).

          (c) Nothing contained in this Rights Agreement shall be deemed to be 
in derogation of the obligation of the Board of Directors of the Company to
exercise its fiduciary duty. Without limiting the foregoing, nothing contained
herein shall be construed to suggest or imply that the Board of Directors shall
not be entitled to reject any tender offer, or to recommend that holders of
Common Shares reject any tender offer, or to take any other action (including,
without limitation, the commencement, prosecution, defense or settlement of any
litigation and the submission of additional or alternative offers or other
proposals) with respect to any tender offer that the Board of Directors believes
is necessary or appropriate in the exercise of such fiduciary duty.

     Section 29.  SEVERABILITY.  If any term, provision, covenant or restriction
of this Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Rights Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

     Section 30.  GOVERNING LAW.  This Rights Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the law
of The Commonwealth of Massachusetts and for all purposes shall be governed by
and construed in accordance with the law of such state applicable to contracts
to be made and performed entirely within such state.

                                       28
<PAGE>
 
     Section 31.  COUNTERPARTS; EFFECTIVENESS.  This Rights 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.  This Rights Agreement
shall be effective as of the Close of Business on the date hereof.

     Section 32.  DESCRIPTIVE HEADINGS.  Descriptive headings of the several
Sections of this Rights Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions of
this Rights Agreement.

                                       29
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to
be duly executed as of the day and year first above written.

                                          PRI AUTOMATION, INC.


                                          By:   /s/ Mitchell G. Tyson
                                              ------------------------------
                                              Name:  Mitchell G. Tyson
                                              Title: Chief Executive Officer
                                                     and President

                                          STATE STREET BANK AND TRUST
                                          COMPANY, as Rights Agent

                                          By:   /s/ David M. Elwood
                                              ------------------------------
                                              Name:  David M. Elwood
                                              Title: Vice President and 
                                                     Senior Counsel

                                       30
<PAGE>
 
                                                                       EXHIBIT A


                               TERMS OF SERIES A
                   PARTICIPATING CUMULATIVE PREFERRED STOCK
                                      OF
                             PRI AUTOMATION, INC.

     Section 1.  DESIGNATION AND NUMBER OF SHARES.  The shares of such series
shall be designated as "Series A Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"), $.01 par value.  The number of shares initially
constituting the Series A Preferred Stock shall be 250,000; PROVIDED, HOWEVER,
that, if more than a total of 250,000 shares of Series A Preferred Stock shall
be issuable upon the exercise of Rights (the "Rights") issued pursuant to the
Rights Agreement dated as of December 9, 1998, between the Corporation and State
Street Bank and Trust Company, as Rights Agent (the "Rights Agreement"), the
Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B of
the Massachusetts General Laws, shall direct by resolution or resolutions that a
certificate be properly executed, acknowledged, filed and recorded, in
accordance with the provisions of said Section 26 thereof, providing for the
total number of shares of Series A Preferred Stock authorized to be issued to be
increased (to the extent that the Articles of Organization then permits) to the
largest number of whole shares (rounded up to the nearest whole number) issuable
upon exercise of such Rights.

     Section 2.   DIVIDENDS OR DISTRIBUTIONS.

          (a) Subject to the prior and superior rights of the holders of shares
of any other series of Preferred Stock or other class of capital stock of the
Corporation ranking prior and superior to the shares of Series A Preferred Stock
with respect to dividends, the holders of shares of the Series A Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation legally available therefor, (1)
quarterly divi dends payable in cash on the last day of each fiscal quarter in
each year, or such other dates as the Board of Directors of the Corporation
shall approve (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 a fraction of a share of Series A Preferred
Stock, in the amount of $1.00 per whole share (rounded to the nearest cent) less
the amount of all cash dividends declared on the Series A Preferred Stock
pursuant to the following clause (2) 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 (the total of which shall not, in any event, be less than zero)
and (2) dividends payable in cash on the payment date for each cash dividend
declared on the Common Stock in an amount per whole share (rounded to the
nearest cent) equal to the Formula Number (as hereinafter defined) then in
effect times the cash dividends then to be paid on each share of Common Stock.
In addition, if the Corporation shall pay any dividend or make any distribution
on the Common Stock payable in assets, securities or other forms of non-cash
consideration (other than dividends or distributions solely in shares of Common
Stock), then, in each such case, the Corporation shall simultaneously pay or
make on each outstanding whole share of

                                      A-1
<PAGE>
 
Series A Preferred Stock a dividend or distribution in like kind equal to the
Formula Number then in effect times such dividend or distribution on each share
of the Common Stock. As used herein, the "Formula Number" shall be 100;
PROVIDED, HOWEVER, that if at any time after December 9, 1998, the Corporation
shall (i) declare or pay any dividend on the Common Stock payable in shares of
Common Stock or make any distribution on the Common Stock in shares of Common
Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of
Common Stock into a larger number of shares of Common Stock or (iii) combine (by
a reverse stock split or otherwise) the outstanding shares of Common Stock into
a smaller number of shares of Common Stock, then in each such event the Formula
Number shall be adjusted to a number determined by multiplying the Formula
Number in effect immediately prior to such event by a fraction, the numerator of
which is the number of shares of Common Stock that are outstanding immediately
after such event and the denominator of which is the number of shares of Common
Stock that are outstanding immediately prior to such event (and rounding the
result to the nearest whole number); and PROVIDED FURTHER, that, if at any time
after December 9, 1998, the Corporation shall issue any shares of its capital
stock in a merger, reclassification, or change of the outstanding shares of
Common Stock, then in each such event the Formula Number shall be appropriately
adjusted to reflect such merger, reclassification or change so that each share
of Series A Preferred Stock continues to be the economic equivalent of a Formula
Number of shares of Common Stock prior to such merger, reclassification or
change.

          (b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in Section 2(a) immediately prior to or at
the same time it declares a dividend or distribution on the Common Stock (other
than a dividend or distribution solely in shares of Common Stock); PROVIDED,
HOWEVER, that, in the event no dividend or distribution (other than a dividend
or distribution in shares of Common Stock) shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
whole share on the Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date. The Board of Directors may fix
a record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a dividend or distribution declared thereon, which
record date shall be the same as the record date for any corresponding dividend
or distribution on the Common Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series A
Preferred Stock; PROVIDED, HOWEVER, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Notwithstanding the fore going, dividends on shares of Series A Preferred Stock
which are originally issued prior to the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend on the first Quarterly Dividend Payment Date shall be calculated as if
cumulative from and after the last day of the fiscal quarter next preceding the
date of original issuance of such shares. Accrued but unpaid dividends shall not
bear interest. Dividends paid on

                                      A-2
<PAGE>
 
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.

          (d) So long as any shares of the Series A Preferred Stock are 
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on the Common Stock
unless, in each case, the dividend required by this Section 2 to be declared on
the Series A Preferred Stock shall have been declared.

          (e) The holders of the shares of Series A Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

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

          (a) Each holder of Series A Preferred Stock shall be entitled to a 
number of votes equal to the Formula Number then in effect for each share of
Series A Preferred Stock held of record on each matter on which holders of the
Common Stock or stockholders generally are entitled to vote, multiplied by the
maximum number of votes per share which any holder of the Common Stock or
stockholders generally then have with respect to such matter (assuming any
holding period or other requirement to vote a greater number of shares is
satisfied).

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

          (c) If, at the time of any annual meeting of stockholders for the 
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with the
holders of Common Stock for the election of other directors of the Corporation,
the holders of record of the Series A Preferred Stock, voting separately as a
class to the exclusion of the holders of Common Stock, shall be entitled at said
meeting of stockholders (and at each subsequent annual meeting of stockholders),
unless all dividends in arrears have been paid or declared and set apart for
payment prior thereto, to vote for the election of two directors of the
Corporation, the holders of any Series A Preferred Stock being entitled to cast
a number of votes per share of Series A Preferred Stock equal to the Formula
Number. Until the default in payments of all dividends which permitted the
election of said directors shall cease to exist, any director who shall have
been so elected pursuant to the next preceding sentence may be removed at any
time, either with or without cause, only by the affirmative vote of the holders
of the shares of Series A Preferred Stock at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such
default shall cease to exist, the holders of the Series A Preferred Stock shall
be divested of the

                                      A-3
<PAGE>
 
foregoing special voting rights, subject to revesting in the event of each and
every subsequent like default in payments of dividends. Upon the termination of
the foregoing special voting rights, the terms of office of all persons who may
have been elected directors pursuant to said special voting rights shall
forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by two. The voting rights granted by this Section
3(c) shall be in addition to any other voting rights granted to the holders of
the Series A Preferred Stock in this Section 3.

          (d) Except as provided herein, in Section 11 or by applicable law, 
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 authorizing or taking
any corporate action.

     Section 4.  CERTAIN RESTRICTIONS.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 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 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

                                      A-4
<PAGE>
 
          classes, shall determine in good faith will result in fair and
          equitable treatment among the respective series or classes.

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

     Section 5.  LIQUIDATION RIGHTS.  Upon the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, no distribution
shall be made (1) 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 an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (x) $1.00 per whole share
or (y) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of Common
Stock or (2) to the holders of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all
other such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or 
winding up.

     Section 6.  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 then
outstanding shares of Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share equal to the Formula
Number then in effect 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 exchanged or changed.  In the event both
this Section 6 and Section 2 appear to apply to a transaction, this Section 6
will control.

     Section 7.  NO REDEMPTION; NO SINKING FUND.

          (a) The shares of Series A Preferred Stock shall not be subject to
redemption by the Corporation or at the option of any holder of Series A
Preferred Stock; PROVIDED, however, that the Corporation may purchase or
otherwise acquire outstanding shares of Series A Preferred Stock in the open
market or by offer to any holder or holders of shares of Series A Preferred
Stock.

          (b) The shares of Series A Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.

     Section 8.  RANKING.  The Series A Preferred Stock shall rank junior to all
other series of Preferred Stock of the Corporation, unless the Board of
Directors shall specifically


                                      A-5
<PAGE>
 
determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of such series
and the qualifications, limitations and restrictions thereof.

     Section 9.  FRACTIONAL SHARES.  The Series A Preferred Stock shall be
issuable upon exercise of the Rights issued pursuant to the Rights Agreement in
whole shares or in any fraction of a share that is one one-hundredth (1/100th)
of a share or any integral multiple of such fraction which shall entitle the
holder, in proportion to such holder's fractional shares, to receive dividends,
exercise voting rights, participate in distributions and to have the benefit of
all other rights of holders of Series A Preferred Stock.  In lieu of fractional
shares, the Corporation, prior to the first issuance of a share or a fraction of
a share of Series A Preferred Stock, may elect (1) to make a cash payment as
provided in the Rights Agreement for fractions of a share other than one one-
hundredth (1/100th) of a share or any integral multiple thereof or (2) to issue
depository receipts evidencing such authorized fraction of a share of Series A
Preferred Stock pursuant to an appropriate agreement between the Corporation and
a depository selected by the Corporation; provided that such agreement shall
provide that the holders of such depository receipts shall have all the rights,
privileges and preferences to which they are entitled as holders of the Series A
Preferred Stock.

     Section 10.  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, without designation as to series until such shares are once
more designated as part of a particular series by the Board of Directors
pursuant to the provisions of Article 4 of the Restated Articles of
Organization.

     Section 11.  AMENDMENT.  None of the powers, preferences and relative,
participating, optional and other special rights of the Series A Preferred Stock
as provided herein or in the Articles of Organization shall be amended in any
manner which would alter or change the powers, preferences, rights or privileges
of the holders of Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least 66-2/3% of the
outstanding shares of Series A Preferred Stock, voting as a separate class;
PROVIDED, HOWEVER, that no such amendment approved by the holders of at least
66-2/3% of the outstanding shares of Series A Preferred Stock shall be deemed to
apply to the powers, preferences, rights or privileges of any holder of shares
of Series A Preferred Stock originally issued upon exercise of the Rights after
the time of such approval without the approval of such holder.

                                   * * * * *


                                     A-6
<PAGE>
 
                                                                       EXHIBIT B

                          [Form of Right Certificate]


Certificate No. [R]-
      
                  Rights


                NOT EXERCISABLE AFTER DECEMBER 9, 2008, OR EARLIER IF REDEEMED
                BY THE COMPANY. 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. RIGHTS BENEFICIALLY OWNED BY AN
                ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
                PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND
                BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND
                NONTRANSFERABLE.


                               Right Certificate

                             PRI AUTOMATION, 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 December 9, 1998 (the "Rights Agreement"),
between PRI Automation, Inc., a Massachusetts corporation (the "Company"), and
State Street Bank and Trust Company, as Rights Agent (the "Rights Agent"),
unless the Rights evidenced hereby shall have been previously redeemed by the
Company, to purchase from the Company at any time after the Distribution Date
(as defined in the Rights Agreement) and prior to 5:00 p.m., Boston,
Massachusetts time, on the 10th anniversary of the date of the Rights Agreement
(the "Expiration Date"), at the office of the Rights Agent, or its successors as
Rights Agent, in Canton, Massachusetts, one one-hundredth (1/100th) of a fully
paid, nonassessable share of Series A Participating Cumulative Preferred Stock,
$.01 par value, of the Company (the "Preferred Shares"), at a purchase price per
one one- hundredth (1/100th) of a share equal to $140 (the "Purchase Price")
payable in cash, upon presentation and surrender of this Right Certificate with
the Form of Election to Purchase duly executed.

     The Purchase Price and the number and kind of shares which may be purchased
upon exercise of each Right evidenced by this Right Certificate, as set forth
above, are the Purchase Price and the number and kind of shares which may be so
purchased as of December 9, 1998.  As provided in the Rights Agreement, the
Purchase Price and the number and kind of

                                      B-1
<PAGE>
 
shares which may be purchased upon the exercise of each Right evidenced by this
Right Certificate are subject to modification and adjustment upon the happening
of certain events.

     If the Rights evidenced by this Right Certificate are at any time
beneficially owned by an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights Agreement), such
Rights shall be null and void and the holder of any such Right (including any
purported transferee or subsequent holder) shall not have any right to exercise
any such Right.

     This Right Certificate is subject to all the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
reference to the Rights Agreement is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder of
the Rights Agent, the Company and the holders of the Right Certificates.  Copies
of the Rights Agreement are on file at the above-mentioned office of the Rights
Agent and are also available from the Company upon written request.

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

     Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Right Certificate may be redeemed by the Company at its option at a
redemption price (in cash or shares of Common Stock or other securities of the
Company deemed by the Board of Directors to be at least equivalent in value) of
$.001 per Right (which amount shall be subject to adjustment as provided in the
Rights Agreement) at any time prior to the earlier of (i) the Close of Business
on the day on which a Person has become an Acquiring Person or (ii) the
Expiration Date.  Any of the provisions of the Rights Agreement (including,
without limitation, the date on which the Distribution Date shall occur, the
time during which the Rights may be redeemed or the terms of the Preferred
Shares) may be amended or supplemented, subject to the provision of the Rights
Agreement, prior to the Distribution Date without the approval of any holders of
the Rights.

     The Company may, but shall not be required to, issue fractions of Preferred
Shares or distribute certificates which evidence fractions of Preferred Shares
upon the exercise of any Right or Rights evidenced hereby.  In lieu of issuing
fractional shares, the Company may elect to make a cash payment as provided in
the Rights Agreement for fractions of a share other than one one-hundredth
(1/100th) of a share or any integral multiple thereof or to issue certificates
or utilize a depository arrangement as provided in the terms of the Rights
Agreement and the Preferred Shares.


                                     B-2
<PAGE>
 
     No holder of this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Preferred Shares or of
any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company, including, without limitation, 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 other
distributions or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised as provided in
accordance with the provisions of the Rights Agreement.

                                      B-3
<PAGE>
 
     This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

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

Dated as of:

                                             PRI Automation, Inc.


                                             By:
                                                -------------------------------
                                                Authorized Signatory

Attest:



----------------------------------
Authorized Signatory

Countersigned:

State Street Bank and Trust Company,
as Rights Agent


By:
   --------------------------------
   Authorized Signatory


                                      B-4
<PAGE>
 
                    [On Reverse Side of Right Certificate]

                         FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if such holder desires to exercise the
Rights represented by this Right Certificate.)

To the Rights Agent:

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

Please insert social security
or other identifying number
                                               (Please print name and address)


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

Please insert social security
or other identifying number



(Please print name and address)

Dated:              , ____
 
                                            Signature

Signature Guaranteed:

                                    NOTICE

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


                                      B-5