<PAGE>

                                                                     EXHIBIT 4.1

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                      AMENDED AND RESTATED RIGHTS AGREEMENT

                                     BETWEEN

                               CROWN CRAFTS, INC.

                                       AND

                         SUNTRUST BANK, AS RIGHTS AGENT

                           DATED AS OF AUGUST 6, 2003

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                                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
SECTION 1.      Certain Definitions......................................................................    1

SECTION 2.      Appointment of Rights Agent..............................................................    5

SECTION 3.      Issue of Right Certificates..............................................................    5

SECTION 4.      Form of Right Certificates...............................................................    6

SECTION 5.      Countersignature and Registration........................................................    7

SECTION 6.      Transfer, Split Up, Combination and Exchange of Right Certificates;
                Mutilated, Destroyed, Lost or Stolen Right Certificates..................................    7

SECTION 7.      Exercise of Rights; Purchase Price; Expiration Date of Rights............................    8

SECTION 8.      Cancellation and Destruction of Right Certificates.......................................    9

SECTION 9.      Availability of Common Shares............................................................    9

SECTION 10.     Common Shares Record Date................................................................   10

SECTION 11.     Adjustment of Purchase Price, Number of Shares or Number of Rights.......................   10

SECTION 12.     Certificate of Adjusted Purchase Price or Number of Shares...............................   16

SECTION 13.     Consolidation, Merger or Sale or Transfer of Assets or Earning Power.....................   16

SECTION 14.     Fractional Rights and Fractional Shares..................................................   17

SECTION 15.     Rights of Action.........................................................................   18

SECTION 16.     Agreement of Right Holders...............................................................   18

SECTION 17.     Right Certificate Holder Not Deemed a Shareholder........................................   19

SECTION 18.     Concerning the Rights Agent..............................................................   19

SECTION 19.     Merger or Consolidation or Change of Name of Rights Agent................................   20

SECTION 20.     Duties of Rights Agent...................................................................   20

SECTION 21.     Change of Rights Agent...................................................................   22

SECTION 22.     Issuance of New Right Certificates.......................................................   22

SECTION 23.     Redemption...............................................................................   23

SECTION 24.     Exchange.................................................................................   24

SECTION 25.     Notice of Certain Events.................................................................   24

SECTION 26.     Notices..................................................................................   25

SECTION 27.     Supplements and Amendments...............................................................   25

SECTION 28.     Determination and Actions by the Board of Directors, etc.................................   26

SECTION 29.     Successors...............................................................................   26

SECTION 30.     Benefits of this Agreement...............................................................   26

SECTION 31.     Severability.............................................................................   27

SECTION 32.     Governing Law............................................................................   27

SECTION 33.     Counterparts.............................................................................   27

SECTION 34.     Descriptive Headings.....................................................................   27
</TABLE>

                                       i

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                      AMENDED AND RESTATED RIGHTS AGREEMENT

         AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of August 6, 2003 (the
"Agreement"), between CROWN CRAFTS, INC., a Georgia corporation (the "Company"),
and SUNTRUST BANK (successor by merger to Trust Company Bank) (the "Rights
Agent").

                              W I T N E S S E T H:

         WHEREAS, as set forth in that certain Rights Agreement dated as of
August 11, 1995 between the Company and the Rights Agent, as amended by that
certain Rights Agreement Amendment No. 1 dated as of April 29, 2003 (as so
amended, the "Original Rights Agreement"), on August 11, 1995, the Board of
Directors of the Company authorized and declared a dividend distribution of one
common share purchase right (a "Right") for each Common Share (as hereinafter
defined) of the Company outstanding as of the close of business (as hereinafter
defined) on August 22, 1995 (the "Record Date"), each Right representing the
right to purchase one Common Share upon the terms and subject to the conditions
set forth in the Original Rights Agreement, and further authorized the issuance
of one Right with respect to each Common Share issued between the Record Date
and the earliest of the Distribution Date, the Redemption Date and the Final
Expiration Date (as such terms are hereinafter defined);

         WHEREAS, Section 27 of the Original Rights Agreement provides, among
other things, that from time to time the Company may, subject to certain
limitations, supplement or amend the Original Rights Agreement without the
approval of any holders of Rights to make any provisions with respect to the
Rights that the Company deems necessary or desirable; and

         WHEREAS, the Company has determined that an amendment and restatement
of the Original Rights Agreement as contemplated herein is in the best interests
of the Company and the holders of Rights;

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

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

         (a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall be the Beneficial
Owner (as such term is hereinafter defined) of 5% or more of the Common Shares
of the Company then outstanding, but shall not include:

                  (i)      the Company;

                  (ii)     any Subsidiary (as such term is hereinafter defined)
                  of the Company;

                  (iii)    any employee benefit plan of the Company or any
                  Subsidiary of the Company;

                  (iv)     any entity holding Common Shares for or pursuant to
                  the terms of any such plan,

                  (v)      any Person holding (A) any Series B Common Stock
                  Purchase Warrant or Series C Common Stock Purchase Warrant
                  issued pursuant to that certain Subordinated Note and Warrant
                  Purchase Agreement dated as of July 23, 2001 by and between
                  the Company and Bank of America, N.A., The Prudential
                  Insurance Company of America

<PAGE>

                  and Wachovia Bank, N.A., as amended (each such Series B Common
                  Stock Purchase Warrant or Series C Common Stock Purchase
                  Warrant, a "Warrant"), (B) any shares of the Company's Series
                  B Common Stock, par value $1.00 per share, or Series C Common
                  Stock, par value $1.00 per share, issued upon the exercise of
                  any Warrant (each such share of Series B Common Stock or
                  Series C Common Stock, a "Warrant Share"), or (C) any Common
                  Shares issued upon the conversion of any Warrant Share, except
                  that the provisions of this subparagraph (v) shall not exclude
                  from the term "Acquiring Person" any Person who would
                  otherwise be an Acquiring Person but for the exclusions
                  provided in this subparagraph (v) or in clause (ii) of the
                  immediately following full paragraph; or

                  (vi)     any Person whose ownership (together with all
                  Affiliates and Associates of such Person) of 5% or more of the
                  Common Shares of the Company then outstanding will, in the
                  sole discretion of the Company's Board of Directors, not
                  jeopardize or endanger the availability to the Company of its
                  net operating loss carryforwards to be used to offset its
                  taxable income in such year or future years.

The Persons described in clauses (i) through (vi) above are referred to herein
as "Exempt Persons."

         Notwithstanding the foregoing, (i) no Person shall become an "Acquiring
Person" as the result of an acquisition of Common Shares by the Company which,
by reducing the number of shares outstanding, increases the proportionate number
of shares beneficially owned by such Person to 5% or more of the Common Shares
of the Company then outstanding, provided that if a Person shall become the
Beneficial Owner of 5% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person"; (ii) any Person who would otherwise qualify as an Acquiring
Person as of the close of business on April 29, 2003 pursuant to the foregoing
provisions of this paragraph (a) shall not be deemed to be an Acquiring Person
for any purpose of this Agreement on and after such date unless and until such
Person, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of a percentage of Common Shares of the Company then
outstanding in excess of the sum of 1% and the percentage of Common Shares of
the Company Beneficially Owned by such Person and all Affiliates and Associates
of such Person as of the close of business on April 29, 2003, provided that the
foregoing exclusion shall cease to apply with respect to any Person at such time
as such Person, together with all Affiliates and Associates of such Person,
ceases to Beneficially Own 5% or more of the Common Shares of the Company then
outstanding; and (iii) if the Board of Directors of the Company determines in
good faith that a Person who would otherwise be an "Acquiring Person," as
defined pursuant to the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as practicable a
sufficient number of Common Shares so that such Person would no longer be an
Acquiring Person as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall not be deemed to be an Acquiring Person
for any purposes of this Agreement.

         (b) "Act" shall have the meaning set forth in Section 9(d) hereof.

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

         (d) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on the date of this Agreement, and to the extent not included within the
foregoing clause of this paragraph (d), shall also include, with respect to any
Person, any other Person whose Common Shares would be deemed constructively
owned by such first Person pursuant to the

                                       2

<PAGE>

provisions of Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any successor provision or replacement provision; provided, however,
that no Exempt Person shall be deemed an Affiliate or an Associate.

         (e) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own" or have "beneficial ownership" of, any securities:

                  (i)      which such Person or any of such Person's Affiliates
                  or Associates beneficially owns, directly or indirectly;

                  (ii)     which such Person or any of such Person's Affiliates
                  or Associates has (A) the right to acquire (whether such right
                  is exercisable immediately or only after the passage of time)
                  pursuant to any agreement, arrangement or understanding (other
                  than customary agreements with and between underwriters and
                  selling group members with respect to a bona fide public
                  offering of securities), or upon the exercise of conversion
                  rights, exchange rights, rights (other than these Rights),
                  warrants or options, or otherwise; provided, however, that a
                  Person shall not be deemed the Beneficial Owner of, or to
                  beneficially own, 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; or (B) the
                  right to vote pursuant to any agreement, arrangement or
                  understanding; provided, however, that a Person shall not be
                  deemed the Beneficial Owner of, or to beneficially own, any
                  security if the agreement, arrangement or understanding to
                  vote such security (1) arises solely from a revocable proxy or
                  consent given to such Person in response to a public proxy or
                  consent solicitation made pursuant to, and in accordance with,
                  the applicable rules and regulations promulgated under the
                  Exchange Act and (2) is not also then reportable on Schedule
                  13D under the Exchange Act (or any comparable or successor
                  report); or

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

         Notwithstanding anything in these definitions of Beneficial Owner,
beneficially own or beneficial ownership to the contrary, the phrase "then
outstanding," when used with reference to a Person's beneficial ownership of
securities of the Company, shall mean the number of such securities then issued
and outstanding, together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to own beneficially
hereunder. Notwithstanding anything herein to the contrary, to the extent not
within the foregoing provisions of this Section 1(e), a Person shall be deemed
the "Beneficial Owner" of, and shall be deemed to "beneficially own" or have
"beneficial ownership" of, any securities which such Person would be deemed to
constructively own pursuant to Section 382 of the Code, or any successor
provision or replacement provision.

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

                                       3

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

         (h) "Common Share Equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof.

         (i) "Common Shares" when used with reference to the Company shall mean
the shares of Series A Common Stock, par value $1.00 per share, of the Company.
"Common Shares" when used with reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power
of such other Person or, if such other Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person.

         (j) "Current Per Share Market Price" shall have the meaning set forth
in Section 11(d) hereof.

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

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

         (m) "Equivalent Common Shares" shall have the meaning set forth in
Section 11(b) hereof.

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

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

         (p) "NASDAQ" shall have the meaning set forth in Section 11(d) hereof.

         (q) "Original Rights Agreement" shall have the meaning set forth in the
preamble of this Agreement.

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

         (s) "Purchase Price" shall have the meaning set forth in Section 4
hereof.

         (t) "Record Date" shall have the meaning set forth in the preamble of
this Agreement.

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

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

         (w) "Right" shall have the meaning set forth in the preamble of this
Agreement.

         (x) "Right Certificate" shall have the meaning set forth in Section
3(a) hereof.

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

         (z) "Security" shall have the meaning set forth in Section 11(d)
hereof.

         (aa) "Shares Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such.

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<PAGE>

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

         (cc) "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person, or which is
otherwise controlled by such Person.

         (dd) "Substitute Consideration" shall have the meaning set forth in
Section 11(a)(iii) hereof.

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

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

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

         SECTION 2.        APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents as
it may deem necessary or desirable and shall give the Rights Agent ten (10) days
prior written notice of any such appointment. In the event the Company appoints
one or more Co-Rights Agent, the respective duties of the Rights Agent and any
Co-Rights Agent shall be as the Company shall determine, with the consent of the
Rights Agent which will not be unreasonably withheld.

         SECTION 3.        ISSUE OF RIGHT CERTIFICATES.

         (a)      Until the earlier of the Close of Business on (i) the tenth
day after the Shares Acquisition Date or (ii) the tenth business day (or such
later date as may be determined by action of the Board of Directors) after the
date of the commencement by any Person (other than an Exempt Person) of, or of
the first public announcement of the intention of any Person (other than an
Exempt Person) to commence, a tender or exchange offer the consummation of which
would result in any Person becoming the Beneficial Owner of Common Shares
aggregating 5% or more of the then outstanding Common Shares (including any such
date which is after the date of this Agreement and prior to the issuance of the
Rights; the earlier of such dates being herein referred to as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of Section
3(b) hereof) by the certificates for Common Shares registered in the names of
the holders thereof (which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the Rights (and
the right to receive Right Certificates therefor) will be transferable only in
connection with the transfer of Common Shares. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Shares as of the Close of Business on the Distribution
Date, at the address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit A hereto (a "Right
Certificate"), evidencing one Right for each Common Share so held. As of the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

         (b)      On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Common Shares, in
substantially the form of Exhibit B hereto (the "Summary of Rights"), by
first-class, postage-prepaid mail, to each record holder of Common Shares as of
the Close of Business on the Record Date, at the address of such holder shown on
the records of the Company. With respect to certificates for Common Shares
outstanding as of the Record Date, until the

                                       5

<PAGE>

Distribution Date (or earlier redemption, expiration or termination of the
Rights), the Rights will be evidenced by such certificates registered in the
names of the holders thereof together with a copy of the Summary of Rights and
the registered holders of the Common Shares shall also be the registered holders
of the associated Rights. Until the Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the surrender for transfer of any
certificate for Common Shares outstanding on the Record Date, with or without a
copy of the Summary of Rights attached thereto, shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.

         (c)      Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall
be deemed also to be certificates for Rights, and shall have impressed on,
printed on, written on or otherwise affixed to them the following legend:

                  "This certificate also evidences and entitles the holder
                  hereof to certain Rights as set forth in the Amended and
                  Restated Rights Agreement between Crown Crafts, Inc. and
                  SunTrust Bank, dated as of August 6, 2003 (the "Rights
                  Agreement"), the terms of which are hereby incorporated herein
                  by reference and a copy of which is on file at the principal
                  executive offices of Crown Crafts, Inc. Under certain
                  circumstances, as set forth in the Rights Agreement, such
                  Rights may be redeemed, may expire or will be evidenced by
                  separate certificates and will no longer be evidenced by this
                  certificate. Crown Crafts, Inc. will mail to the holder of
                  this certificate a copy of the Rights Agreement without charge
                  after receipt of a written request therefor. Under certain
                  circumstances, as set forth in the Rights Agreement, Rights
                  issued to any Person who becomes an Acquiring Person or his
                  Affiliate or Associate (as defined in the Rights Agreement)
                  may become null and void."

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. In
the event that the Company purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated with such
Common Shares shall be deemed cancelled and retired so that the Company shall
not be entitled to exercise any Rights associated with the Common Shares which
are no longer outstanding.

         SECTION 4.        FORM OF RIGHT CERTIFICATES. The Right Certificates
(and the forms of election to purchase Common Shares and of assignment to be
printed on the reverse thereof) shall be substantially the same as Exhibit A
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage. Subject to the provisions of Section 22 hereof, the Right Certificates,
whenever distributed, shall be dated as of the Record Date, shall show the date
of countersignature by the Rights Agent, and on their face shall entitle the
holders thereof to purchase such number of Common Shares as shall be set forth
therein at the exercise price per Common Share set forth therein (the "Purchase
Price"), but the number of such Common Shares and the Purchase Price shall be
subject to adjustment as provided herein.

                                       6

<PAGE>

         Notwithstanding any other provisions of this Agreement, (i) any Rights
Certificate issued pursuant to Section 3(a) hereof that represents Rights
beneficially owned by an Acquiring Person or any Associate or Affiliate of any
such Person, (ii) any Rights Certificate issued at any time upon the transfer of
any Rights to such an Acquiring Person or any Associate or Affiliate of any such
Person or to any nominee of such Acquiring Person, Associate or Affiliate, (iii)
any Rights Certificate the transfer of which the Board of Directors of the
Company has determined to be part of a plan, arrangement or understanding which
has as a primary purpose or effect the avoidance of Section 7(e) hereof, and
(iv) any Rights Certificate issued pursuant to Sections 6, 11 or 22 hereof upon
transfer, exchange, replacement or adjustment of any other Rights Certificate
referred to in this sentence, of which ownership the Rights Agent has been
notified by the Company in writing, shall contain the following legend:

                  "The Rights represented by this Rights Certificate were issued
                  to a Person who was an Acquiring Person or an Affiliate or an
                  Associate of an Acquiring Person. The Rights Certificate and
                  the Rights represented hereby become void to the extent
                  provided by, and under certain circumstances as specified in,
                  Section 7(e) of the Rights Agreement."

The provision of Section 7(e) of this Agreement shall be operative whether or
not the foregoing legend is contained on any such Rights Certificate.

         SECTION 5.        COUNTERSIGNATURE AND REGISTRATION. The Right
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, any of its Vice Presidents,
or its Treasurer, either manually or by facsimile signature, shall have affixed
thereto the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
an authorized signatory of the Rights Agent (which need not be the same
signatory for all of the Rights Certificates) and shall not be valid for any
purpose unless countersigned. In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Agreement any
such person was not such an officer. In case any authorized signatory of the
Rights Agent who shall have countersigned any of the Rights Certificates shall
cease to be such signatory before delivery by the Company, such Rights
Certificates, nevertheless, may be issued and delivered by the Company with the
same force and effect as though the person who countersigned such Rights
Certificates had not ceased to be such signatory; and any Rights Certificate may
be countersigned on behalf of the Rights Agent by any person who, at the actual
date of the countersignature of such Rights Certificate, shall be a proper
signatory of the Rights Agent to countersign such Rights Certificate, although
at the date of the execution of this Agreement any such person was not such a
signatory.

         Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at its principal office, books for registration and transfer of the
Right Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates, the date of each
of the Right Certificates and the date of countersignature by the Rights Agent.

         SECTION 6.        TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. Subject
to the provisions of Section 14

                                       7

<PAGE>

hereof, at any time after the Close of Business on the Distribution Date, and at
or prior to the Close of Business on the earlier of the Redemption Date or the
Final Expiration Date, any Right Certificate or Right Certificates (other than
Right Certificates representing Rights that have become void pursuant to Section
7(e) hereof or that have been exchanged pursuant to Section 24 hereof) may be
transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates, entitling the registered holder to purchase a like number of
Common Shares as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged, along with a signature guarantee and such other and
further documentation as the Rights Agent may reasonably require, at the
principal office of the Rights Agent. Thereupon the Rights Agent shall
countersign and deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may require
payment from such Rights Certificate holder 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.

         Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request and
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent at its principal
office (together with a signature guarantee and such other and further
documentation as the Rights Agent may reasonably require) and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent at its principal office
(together with a signature guarantee and such other and further documentation as
the Rights Agent may reasonably require) for countersignature and delivery to
the registered holder in lieu of the Right Certificate so lost, stolen,
destroyed or mutilated.

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

         (a)      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 on the reverse side thereof
duly executed, along with a signature guarantee and such other and further
documentation as the Rights Agent may reasonably require, to the Rights Agent at
the principal office of the Rights Agent, together with payment of the Purchase
Price for each Common Share as to which the Rights are exercised, at or prior to
the earliest of (i) the Close of Business on March 31, 2009 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof.

         (b)      The Purchase Price for each Common Share purchasable pursuant
to the exercise of a Right shall initially be $1.45, shall be subject to
adjustment from time to time as provided in Sections 11 or 13 hereof and shall
be payable in lawful money of the United States of America in accordance with
paragraph (c) below.

         (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 shares to be purchased and an amount (as
determined by the Rights Agent) equal to any applicable transfer tax required to
be paid by the holder of such Right Certificate in accordance with Section 9
hereof by certified check, cashier's check or money order payable to the order
of the Company, together with a signature guarantee and such other and further
documentation as the Rights Agent may reasonably require, the Rights Agent shall
thereupon promptly (i) (A) requisition from any transfer agent of the

                                       8

<PAGE>

Common Shares certificates for the number of Common Shares to be purchased and
the Company hereby irrevocably authorizes its transfer agent to comply with all
such requests, or (B) if the Company, in its sole discretion, shall have elected
to deposit the Common Shares issuable upon exercise of the Rights hereunder into
a depositary, requisition from the depositary agent depositary receipts
representing such number of Common Shares as are to be purchased (in which case
certificates for the Common Shares represented by such receipts shall be
deposited by the transfer agent with the depositary agent) and the Company
hereby directs the depositary agent to comply with such request, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 hereof, (iii)
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, 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 less 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 14 hereof.

         (e)      Notwithstanding anything in this Agreement to the contrary, if
an Acquiring Person or an Associate or Affiliate of an Acquiring Person engages
in or there occurs one or more of the transactions set forth in Section
11(a)(ii) or Section 13 on or after the time the Acquiring Person became such,
then any Rights beneficially owned by an Acquiring Person or any Associate or
Affiliate of any such Person or by any of the other Persons holding Rights
Certificates enumerated in clauses (ii) through (iv), inclusive, of the second
paragraph of Section 4 hereof shall, without any further action, become null and
void and no holder of such Rights shall have any rights whatsoever with respect
to such Rights, whether under this Agreement or otherwise.

         (f)      Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless the certificate contained in the
form of election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such exercise shall have been properly completed and
duly executed by the registered holder thereof and the Company shall have been
provided with 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.

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

         SECTION 9.        AVAILABILITY OF COMMON SHARES.

         (a)      The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued Common Shares, or
any authorized and issued Common Shares held in its treasury, the number of
Common Shares that will be sufficient to permit the exercise in full of all

                                       9

<PAGE>

outstanding Rights in accordance with Section 7. The Company covenants and
agrees that it will take all such action as may be necessary to ensure that all
Common Shares delivered upon exercise of Rights shall, at the time of delivery
of the certificates for such Common Shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.

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

         (c)      The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right Certificates
or of any Common Shares upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a person other than, or the
issuance or delivery of certificates or depositary receipts for the Common
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Common Shares upon the exercise 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 reasonable satisfaction that no such tax
is due.

         (d)      The Company shall use its best efforts to (i) file, as soon as
practicable following the Distribution Date, or sooner if required by law, a
registration statement under the Securities Act of 1933, as amended (the "Act"),
with respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Act and the rules and regulations thereunder) until the
earlier of the date as of which the Rights are no longer exercisable for the
securities covered by such registration statement or the Final Expiration Date.
The Company will also take such action as may be appropriate under the blue sky
laws of the various states.

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

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

         (a)      (i)      In the event the Company shall at any time after the
                  date of this Agreement (A) declare a dividend on the Common
                  Shares payable in Common Shares, (B) subdivide the

                                       10

<PAGE>

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

                  (ii)     Subject to Sections 7(e) and 24 of this Agreement, in
                  the event any Person becomes an Acquiring Person, each holder
                  of a Right shall thereafter have a right to receive, upon
                  exercise thereof at a price equal to the then current Purchase
                  Price multiplied by the number of Common Shares for which a
                  Right is then exercisable, in accordance with the terms of
                  this Agreement and in lieu of the number of Common Shares for
                  which such Right is then exercisable, such number of Common
                  Shares of the Company as shall equal the result obtained by
                  (x) multiplying the then current Purchase Price by the then
                  number of Common Shares for which a Right is then exercisable
                  immediately prior to such event and dividing that product by
                  (y) 50% of the then current per share market price of the
                  Company's Common Shares (determined pursuant to Section 11(d)
                  hereof) on the date of the occurrence of such event (the
                  "Adjustment Shares"). In the event that any Person shall
                  become an Acquiring Person and the Rights shall then be
                  outstanding, the Company shall not take any action which would
                  eliminate or diminish the benefits intended to be afforded by
                  the Rights.

                  (iii)    In the event that there shall not be sufficient
                  treasury shares and/or authorized but unissued Common Shares
                  to permit the exercise in full of the Rights in accordance
                  with the foregoing subparagraph (ii), the Company, acting by
                  resolution of its Board of Directors, shall (A) determine the
                  excess of (1) the value of the Adjustment Shares issuable upon
                  the exercise of a Right (the "Current Value") over (2) the
                  Purchase Price (such excess being referred to as the
                  "Spread"), and (B) with respect to each Right, make adequate
                  provision to substitute for the Adjustment Shares, upon
                  payment of the applicable Purchase Price, (i) cash, (ii) a
                  reduction in the Purchase Price, (iii) Common Shares or other
                  equity securities of the Company (including, without
                  limitation, shares, or units of shares, of preferred stock
                  which the Board of Directors of the Company has deemed to have
                  the same value as Common Shares (such shares of preferred
                  stock being referred to as "Common Share Equivalents")), (iv)
                  debt securities of the Company, (v) other assets, or (vi) any
                  combination of the foregoing (whichever substituted, the
                  "Substitute Consideration"), having an aggregate value equal
                  to the Current Value, where such aggregate value has been
                  determined by the Board of Directors based upon the advice of
                  a nationally recognized investment banking firm; provided,
                  however, if the Company shall not have made adequate provision
                  to deliver value pursuant to clause (B) above within thirty
                  (30) days following the later of (x) the first occurrence of a
                  Section 11(a) (ii) event, and (y) the date on which the
                  Company's right of redemption pursuant to

                                       11

<PAGE>

                  Section 23 expires (the later of (x) and (y) being referred to
                  herein as the "Section 11(a)(ii) Trigger Date"), then the
                  Company shall be obligated to deliver, upon the surrender for
                  exercise of a Right and without requiring payment of the
                  Purchase Price, Common Shares to the extent available and
                  then, if necessary, cash, which shares and/or cash have an
                  aggregate value equal to the Spread. If the Board of Directors
                  shall determine in good faith that it is likely that
                  sufficient additional Common Shares could be authorized for
                  issuance upon exercise in full of the Rights, the thirty (30)
                  day period set forth above may be extended to the extent
                  necessary, but not more than ninety (90) days after the
                  Section 11(a) (ii) Trigger Date, in order that the Company may
                  seek stockholder approval for the authorization of such
                  additional shares (such period, as it may be extended, being
                  referred to herein as the "Substitution Period"). To the
                  extent that the Company determines that some action need be
                  taken pursuant to the foregoing, the Company (x) shall
                  provide, subject to Section 7(e) hereof, that such action
                  shall apply uniformly to all outstanding Rights, and (y) may
                  suspend the exercisability of the Rights until the expiration
                  of the Substitution Period in order to seek any authorization
                  of additional shares and/or to decide the appropriate form of
                  distribution to be made pursuant to such first sentence and to
                  determine the value thereof. In the event of any such
                  suspension, the Company shall issue a public announcement
                  stating that the exercisability of the Rights has been
                  temporarily suspended, as well as a public announcement at
                  such time as the suspension is no longer in effect. For
                  purposes of this Section 11(a)(iii), the value of the Common
                  Shares shall be the current market price per share of a Common
                  Share on the Section 11(a)(ii) Trigger Date and the value of
                  any Common Share Equivalent shall be deemed to have the same
                  value as the Common Shares on such date. Notwithstanding any
                  other provision in this Agreement, the Company shall not be
                  obligated to pay Substitute Consideration (or Common Shares
                  and/or cash equal to the value of the Spread) in the event of
                  any exercise of Rights if and to the extent a determination is
                  made by the Board of Directors, acting in their sole
                  discretion, (x) that such payment would be in violation of
                  applicable law, or (y) that such payment would result in a
                  decrease in fair market value per Common share in excess of
                  that which would have occurred if sufficient Common Shares
                  were authorized to permit exercise in full of the Rights in
                  accordance with subparagraph (ii) of this Section 11(a) and
                  such Rights were so exercised in full for such Common Shares.

         (b)      In case the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Common Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Common Shares (or shares having the same rights,
privileges and preferences as the Common Shares ("equivalent common shares")) or
securities convertible into Common Shares or equivalent common shares at a price
per Common Share or equivalent common share (or having a conversion price per
share, if a security convertible into Common Shares or equivalent common shares)
less than the then current per share market price of the Common Shares (as
defined in Section 11(d)) on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of Common Shares outstanding on such
record date plus the number of Common Shares which the aggregate offering price
of the total number of Common Shares and/or equivalent common shares so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current market price and the
denominator of which shall be the number of Common Shares outstanding on such
record date plus the number of additional Common Shares and/or equivalent common
shares to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible); provided, however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right. In case such

                                       12

<PAGE>

subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the Rights. Common
Shares owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation. Such adjustment shall be
made successively whenever such a record date is fixed; and in the event that
such rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

         (c)      In case the Company shall fix a record date for the making of
a distribution to all holders of the Common Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Common Shares) or subscription rights or warrants (excluding those referred to
in Section 11(b) hereof), the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
then current per share market price (as defined in Section 11(d) hereof) of the
Common Shares on such record date, less the fair market value (as determined in
good faith by the Board of Directors of the Company, whose determination shall
be described in a statement filed with the Rights Agent) and shall be binding on
the Rights Agent and the holders of the Rights, of the portion of the assets or
evidences of indebtedness so to be distributed or of such subscription rights or
warrants applicable to one Common Share and the denominator of which shall be
such current per share market price of the Common Shares; provided, however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company to be issued upon exercise of one Right. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

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

                                       13

<PAGE>

"Trading Day" shall mean a day on which the principal national securities
exchange on which the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted to trading
on any national securities exchange, a Business Day. If the Common Shares are
not publicly held or so listed or traded, "current per share market price" shall
mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding upon the Rights Agent and the
holders of the Rights.

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

         (f)      If as a result of an adjustment made pursuant to Section 11(a)
hereof and Section 13, the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than Common
Shares, thereafter the number of such other shares 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 with respect to the
Common Shares contained in Section 11(a) through (n), inclusive, and the
provisions of Sections 7, 9, 10, 12, 13 and 14 with respect to the Common Shares
shall apply on like terms to any such other shares.

         (g)      All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of Common Shares (or other
stock or securities) purchasable from time to time hereunder upon exercise of
the Rights, all subject to further adjustment as provided herein.

         (h)      Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
Common Shares (calculated to the nearest one one-millionth of a Common Share)
obtained by (i) multiplying (x) the number of shares covered by a Right
immediately prior to this adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.

         (i)      The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of Common Shares purchasable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of
Rights shall be exercisable for the number of Common Shares for which a Right
was exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust
the number of Rights (and shall give simultaneous written notice thereof to the
Rights Agent), indicating the record date for the adjustment, and, if known at
the time, the amount of the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day thereafter, but, if the
Right Certificates have been issued, shall be at

                                       14

<PAGE>

least 10 days later than the date of the public announcement. If Right
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed to
such holders of record in substitution and replacement for the Right
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates evidencing
all the Rights to which such holders shall be entitled after such adjustment.
Right Certificates so to be distributed shall be issued, executed and
countersigned in the manner provided for herein and shall be registered in the
names of the holders of record of Right Certificates on the record date
specified in the public announcement.

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

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

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

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

                                       15

<PAGE>

         (n)      The exercise of Rights under Section 11(a)(ii) shall only
result in the loss of rights under such section to the extent so exercised and
shall not otherwise affect the rights represented by the Rights under this
Agreement, including the rights represented by Section 13.

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

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

         SECTION 13        CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS
OR EARNING POWER. In the event that, directly or indirectly, at any time after a
Person has become an Acquiring Person, (a) the Company shall consolidate with,
or merge with and into, any other Person (other than a Subsidiary of the Company
in a transaction which complies with Section 11(o) hereof), (b) any Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof) shall consolidate with the Company, or merge with and into
the Company and the Company shall be the continuing or surviving corporation of
such combination or merger and, in connection with such combination or merger,
all or part of the Common Shares shall be changed into or exchanged for stock or
other securities of any other Person (or the Company) or cash or any other
property, or (c) the Company shall sell, mortgage or otherwise transfer (or one
or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in one
or more transactions, assets or earning power aggregating 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person other than the Company or one or more of its wholly-owned
Subsidiaries in a transaction which complies with Section 11(o) hereof, then,
and in each such case, proper provision shall be made so that (i) each holder of
a Right (except as otherwise provided herein) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current Purchase
Price, in accordance with the terms of this Agreement and in lieu of Common
Shares, such number of common shares of such other Person (including the Company
as successor thereto or as the surviving corporation), validly issued, fully
paid, nonassessable and fully tradeable and free and clear of liens, rights of
call or first refusal, transfer restrictions, encumbrances or other adverse
claims, as shall equal the result obtained by (A) multiplying the then current
Purchase Price by the number of Common Shares for which a Right is then
exercisable and dividing that product by (B) 50% of the then current per share
market price of the common shares of such other Person (determined pursuant to
Section 11(d) hereof) on the date of consummation of such consolidation, merger,
sale or transfer; (ii) the issuer of such common shares shall thereafter be
liable for, and shall assume by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such
issuer; and (iv) such issuer shall take such steps (including, but not limited
to, the reservation of a sufficient number of its common shares in accordance
with Section 9 hereof) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to its common shares thereafter deliverable
upon the exercise of the Rights. If the Common Shares of such Person is not at
such time and has not been continuously over the preceding 12-month period
registered under Section 12 of the Exchange Act, or such Person is not a
corporation, and such Person is a direct or indirect Subsidiary or Affiliate of
another Person that has registered common shares outstanding, the foregoing
obligations will be assumed by such other Person; (2) in case such Person is a

                                       16

<PAGE>

Subsidiary, directly or indirectly, or Affiliate of more than one Person, the
common shares of two or more of which are and have been so registered, the
foregoing obligations shall refer to whichever of such Persons is the issuer of
common shares having the greatest aggregate market value; and (3) in case such
Person is owned, directly or indirectly, by an entity other than a corporation
formed by two or more Persons that are not owned, directly or indirectly, by the
same Person, the rules set forth in (1) and (2) above shall apply to each of the
chains of ownership having an interest in such entity as if such party were a
"Subsidiary" of both or all of the participants in such entity and the parties
in each such chain shall bear the obligations set forth in this Section 13 in
the same ratio as their direct or indirect interests in such Person bear to the
total of such interest. The Company shall not consummate any such consolidation,
merger, sale or transfer unless prior thereto the Company and such issuer shall
have executed and delivered to the Rights Agent a supplemental agreement so
providing; and further providing that, as soon as practicable after the date of
any consolidation, merger, sale or transfer of assets mentioned above, such
Person at its own expense will:

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

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

                  (iii)    deliver to holders of the Rights historical financial
                  statements for the such party and each of its Affiliates which
                  comply in all material respects with the requirements for
                  registration on Form 10 under the Exchange Act.

The Company shall not enter into any transaction of the kind referred to in this
Section 13 if at the time of such transaction there are any rights, warrants,
instruments or securities outstanding or any agreements or arrangements which,
as a result of the consummation of such transaction, would eliminate or
substantially diminish the benefits intended to be afforded by the Rights. The
provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. The rights under this Section 13
shall be in addition to the rights to exercise Rights and adjustments under
Section 11(a)(ii) and shall survive any exercise thereunder.

         SECTION 14.       FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

         (a)      The Company shall not be required to issue fractions of Rights
or to distribute Right Certificates which evidence fractional Rights. In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Right Certificates, upon receipt of sufficient immediately available funds from
the Company 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 (of which the Company shall notify the Rights Agent in
writing). For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price of the Rights for any day if the Rights
are listed or admitted to trading on the New York Stock Exchange shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal

                                       17

<PAGE>

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

         (b)      The Company shall not be required to issue fractions of Common
Shares upon exercise of the Rights or to distribute certificates which evidence
fractional Common Shares. In lieu of fractional Common Shares, the Company shall
pay to the registered holders of Right Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one Common Share. For the purposes of this Section
14(b), the current market value of a Common Share shall be the closing price of
a Common Share (as determined pursuant to the second sentence of Section 11(d)
hereof) for the Trading Day immediately prior to the date of such exercise.

         (c)      Following the occurrence of the event specified in Section 11
giving rise to the right to receive Common Share Equivalents or other securities
upon the exercise of a Right, the Company shall not be required to issue
fractions of shares or units of such Common Share Equivalents or other
securities upon exercise of the Rights or to distribute certificates which
evidence fractional shares of such Common Share Equivalents or other securities.
In lieu of fractional shares or units of such Common Share Equivalents or other
securities, the Company may 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 a share or unit of such
Common Share Equivalent or other securities. For purposes of this Section 14(c),
the current market value shall be determined in the manner set forth in Section
11(d) hereof for the Trading Day immediately prior to the date of such exercise
and, if such Common Share Equivalent is not traded, each such Common Share
Equivalent shall have the value of one Common Share as determined pursuant to
Section 11(d) hereof.

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

         SECTION 15.       RIGHTS OF ACTION. All rights of action in respect of
this Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company or any other Person 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 Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and valid injunctive relief against actual
or threatened violations of the obligations of any Person subject to, this
Agreement.

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

                                       18

<PAGE>

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

         (b)      after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer, along with a signature guarantee and such other
and further documentation as the Rights Agent may reasonably require;

         (c)      subject to Sections 6 and Section 7(f) hereof, the Company and
the Rights Agent may deem and treat the Person in whose name the Right
Certificate (or, prior to the Distribution Date, the 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 Common Shares certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent shall be affected by any notice to the
contrary; and

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

         SECTION 17.       RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Common Shares or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions thereof.

         SECTION 18.       CONCERNING THE RIGHTS AGENT. The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability arising therefrom, directly
or indirectly.

         The Rights Agent shall be protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Right Certificate or
certificate for the Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, notice of

                                       19

<PAGE>

adjustment, instruction, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be signed, executed and,
where necessary, verified or acknowledged, by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof. In
addition to the foregoing, the Rights Agent shall be protected and shall incur
no liability for, or in respect of, any action taken or omitted by it in
connection with its administration of this Agreement in reliance upon (i) the
proper execution of the certification concerning beneficial ownership appended
to the Forms of Assignment and the Form of Election to Purchase included as part
of Exhibit A hereto (the "Certification"), unless the Rights Agent shall have
actual knowledge that, as executed, the Certification is untrue, or (ii) the
nonexecution or failure to complete the Certification including, without
limitation, any refusal to honor any otherwise permissible assignment or
election by reason of such nonexecution or failure.

         SECTION 19.       MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT. 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 powers of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or document or any further act on the part
of any of the parties hereto; provided that such corporation would be eligible
for appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

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

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

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

         (b)      Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (including, without limitation, the identity of
any Acquiring Person or any Affiliate or Associate thereof and the determination
of "current market price") (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, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for

                                       20

<PAGE>

any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.

         (c)      The Rights Agent shall be liable hereunder to the Company and
any other Person only for its own gross negligence, bad faith or willful
misconduct.

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

         (e)      The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 7(e) hereof) or any
adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that such change or adjustment is required); nor shall it be responsible
for any determination by the Board of Directors of the Company of the current
market price of the Rights or Common Shares pursuant to the provisions of
Section 14 hereof; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any Common
Shares to be issued pursuant to this Agreement or any Right Certificate or as to
whether any Common Shares will, when issued, be validly authorized and issued,
fully paid and nonassessable.

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

         (g)      The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder and
certificates delivered pursuant to any provision hereof from any one of the
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Secretary or the Treasurer of the Company, and to apply to such
officers for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered by it in good faith in accordance
with instructions of any such officer or for any delay in acting while waiting
for those instructions.

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

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

                                       21

<PAGE>

such act, omission, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.

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

         (k)      If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an affirmative response to clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company. The
Company shall give the Rights Agent prompt written instructions as to the action
to be taken regarding the Rights Certificates involved. The Rights Agent shall
not be liable for acting in accordance with such instructions.

         SECTION 21.       CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall fail
to make such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the Company shall become the temporary Rights
Agent and the registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of the State of Georgia (or of any other state of the United States so
long as such corporation is authorized to do business as a banking institution
in the State of Georgia), in good standing, having an office in the State of
Georgia, which is authorized under such laws to exercise corporate trust or
stock transfer powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares, and mail a notice thereof in
writing to the registered holders of the Right Certificates. Failure to give any
notice provided for in this Section 21, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

         SECTION 22.       ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities or

                                       22

<PAGE>

property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement. In addition, in connection with the issuance or
sale of Common Shares following the Distribution Date and prior to the
Redemption Date or Final 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 hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors, issue
Rights Certificates representing the appropriate number of Rights in connection
with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

         SECTION 23.       REDEMPTION.

         (a)      The Board of Directors of the Company may, at its option, at
any time prior to the earliest of (i) the Close of Business on the tenth day
following the Shares Acquisition Date, or (ii) the Close of Business on the
Final Expiration Date, redeem all but not less than all the then outstanding
Rights at a redemption price of $0.001 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date hereof (such redemption price being hereinafter referred to as the
"Redemption Price"). The aggregate Redemption Price otherwise payable to a
holder of Rights shall be rounded to the nearest $0.01; provided, however, if
such aggregate Redemption Price is less than $0.01, such holder will be entitled
to receive $0.01 upon redemption of such Rights. The redemption of the Rights by
the Board of Directors may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) event until such time as the Company's right of redemption hereunder
has expired.

         (b)      Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. The Company shall promptly
notify the Rights Agent and give public notice of any such redemption; provided,
however, that the failure to give, or any defect in, any such notice shall not
affect the validity of such redemption. Within 10 days after such action of the
Board of Directors ordering the redemption of the Rights, the Company shall mail
a notice of redemption to all the holders of the then outstanding Rights at
their last addresses as they appear upon the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the transfer agent
for the Common Shares. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such
notice of redemption will state the method by which the payment of the
Redemption Price will be made. The Company may, at its option, discharge all of
its obligations with respect to the Rights by (i) issuing a press release
announcing the manner of redemption of the Rights, (ii) depositing with a bank
or trust company in the City of Atlanta, State of Georgia, having a capital and
surplus of at least $25,000,000, funds necessary for such redemption, in trust,
to be applied to the redemption of the Rights so called for redemption, and
(iii) arranging for the mailing of the Redemption Price to the registered
holders of the Rights; then, and upon such action, all outstanding Rights
Certificates shall be null and void without any further action by the Company.
Neither the Company nor any of its Affiliates or Associates may redeem, acquire
or purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 hereof, and other
than in connection with the purchase of Common Shares prior to the Distribution
Date.

                                       23

<PAGE>

         SECTION 24.       EXCHANGE.

         (a)      The Board of Directors of the Company may, at its option, at
any time after any Person becomes an Acquiring Person, exchange all or part of
the then outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 7(e) hereof) for Common
Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than an Exempt Person), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the
Common Shares then outstanding.

         (b)      Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice 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 of the 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 Common Shares for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions
of Section 7(e) hereof) held by each holder of Rights.

         (c)      In the event that there shall not be sufficient treasury
shares or authorized but unissued Common Shares to permit any exchange of Rights
as contemplated in accordance with this Section 24, the Company shall take all
such action as may be necessary to authorize additional Common Shares for
issuance upon exchange of the Rights.

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

         SECTION 25.       NOTICE OF CERTAIN EVENTS.

         (a)      In case the Company shall propose at any time after the
Distribution Date (i) to pay any dividend payable in stock of any class to the
holders of its Common Shares or to make any other distribution to the holders of
its Common Shares (other than a regular quarterly cash dividend), (ii) to offer
to the holders of its Common Shares rights or warrants to subscribe for or to
purchase any additional Common Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of its
Common Shares (other than a reclassification involving only the subdivision of
outstanding Common Shares), (iv) to effect any consolidation or merger into or
with, or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or

                                       24

<PAGE>

more transactions, of 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to, any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), (v) to effect the liquidation, dissolution or winding up of the
Company, or (vi) to declare or pay any dividend on the Common Shares payable in
Common Shares or to effect a subdivision, combination or consolidation of the
Common Shares (by reclassification or otherwise than by payment of dividends in
Common Shares), then, in each such case, the Company shall give to each holder
of a Right Certificate, and to the Rights Agent in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend, or distribution of rights or warrants,
or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the date
of participation therein by the holders of the Common Shares, if any such date
is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 10 days prior to the record date
for determining holders of the Common Shares for purposes of such action, and in
the case of any such other action, at least 10 days prior to the date of the
taking of such proposed action or the date of participation therein by the
holders of the Common Shares, whichever shall be the earlier.

         (b)      In case the event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall as soon as practicable thereafter give to each
holder of a Right Certificate, and to the Rights Agent in accordance with
Section 26 hereof, a notice of the occurrence of such event, which notice shall
describe such event and the consequences of such event to holders of Rights
under Section 11(a)(ii) hereof.

         SECTION 26.       NOTICES. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

                                    Crown Crafts, Inc.
                                    P. O. Box 1028
                                    Gonzales, Louisiana 70707
                                    Attention: Corporate Secretary

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

                                    SunTrust Bank
                                    Stock Transfer Department - CC 258
                                    P. O. Box 4625
                                    Atlanta, Georgia 30302
                                    Attention: Sandra Benefield

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

         SECTION 27.       SUPPLEMENTS AND AMENDMENTS.

         (a)      Prior to the Distribution Date, the Company and the Rights
Agent, if the Company so directs, shall supplement or amend any provision of
this Agreement (including, without limitation, any

                                       25

<PAGE>

extension of the period in which the Rights may be redeemed, any increase in the
Purchase Price and any extension of the Final Expiration Date) without the
approval of any holders of certificates representing Common Shares.

         (b)      From and after the Distribution Date, the Company and the
Rights Agents, if the Company so directs, shall supplement or amend this
Agreement without the approval of any holders of Right Certificates in order (i)
to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable; provided, however, that the duties, liabilities and
indemnification of the Rights Agent are not adversely affected thereby and
provided further that from and after the Distribution Date, this Agreement shall
not be amended in any manner which would adversely affect the interests of the
holders of Rights (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person). Notwithstanding anything herein to the contrary, this
Agreement may not be amended (other than pursuant to clauses (i) or (ii) of this
Section 27(b)) at a time when the Rights are not redeemable. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Shares.

         (c)      Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment unless the Rights Agent shall have determined in
good faith that such supplement or amendment would adversely affect its
interests under this Agreement.

         SECTION 28.       DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS,
ETC. For all purposes of this Agreement, any calculation of the number of Common
Shares outstanding at any particular time, including for purposes of determining
the particular percentage of such outstanding Common Shares or any other
securities of which any Person is the Beneficial Owner, shall be made in
accordance with, as applicable, the last sentence of Rule 13d-3(d)(1)(i) of the
General Rules and Regulations under the Exchange Act or the provisions of
Section 382 of the Code, or any successor provision or replacement provision.
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board, or the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights Certificates and all other parties, and
(y) not subject the Board to any liability to the holders of the Rights
Certificates.

         SECTION 29.       SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

         SECTION 30.       BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Right Certificates (and, prior to the Distribution Date, the Common Shares).

                                       26

<PAGE>

         SECTION 31.       SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement and the Rights shall not then be redeemable, the right
of redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the Close of Business on the tenth Business Day following the date
of such determination by the Board of Directors.

         SECTION 32.       GOVERNING LAW. This Agreement, each Right and each
Right Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Georgia and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

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

         SECTION 34.       DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

                   [Remainderof page intentionally left blank.
                            Signature page follows.]

                                       27

<PAGE>

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

ATTEST:                                    CROWN CRAFTS, INC.

By: /s/ OLIVIA WOODYEAR                    By: /s/ E. RANDALL CHESTNUT
   --------------------------------           ----------------------------------
Name:   Olivia Woodyear                    Name:   E. Randall Chestnut
     ------------------------------             --------------------------------
Title:  Secretary-Treasurer                Title:  President/CEO
      -----------------------------              -------------------------------

ATTEST:                                    SUNTRUST BANK

By: /s/ SUE HAMPTON                        By:  /s/ SANDRA BENEFIELD
   --------------------------------           ----------------------------------
Name:   Sue Hampton                        Name:    Sandra Benefield
     ------------------------------             --------------------------------
Title:  Vice President                     Title:   Vice President
      -----------------------------              -------------------------------

                                       28

<PAGE>

                                                                       EXHIBIT A

                           [FORM OF RIGHT CERTIFICATE]

Certificate No. R-_____________                               ____________Rights

                  NOT EXERCISABLE AFTER MARCH 31, 2009 OR EARLIER IF REDEMPTION
                  OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT
                  $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
                  RIGHTS AGREEMENT.

                                RIGHT CERTIFICATE

                               CROWN CRAFTS, 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 Amended and Restated Rights Agreement, dated as of August 6, 2003 (the
"Rights Agreement"), between Crown Crafts, Inc., a Georgia corporation (the
"Company"), and SunTrust Bank (the "Rights Agent"), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M., Atlanta, Georgia time, on March 31, 2009 at
the principal office of the Rights Agent, or at the office of its successor as
Rights Agent, one share of Series A Common Stock, par value $1.00 per share, of
the Company (the "Common Shares"), at a purchase price of $1.45 per Common Share
(the "Purchase Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly executed. The number of
Rights evidenced by this Right Certificate (and the number of Common Shares
which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of August 6, 2003,
based on the Common Shares as constituted at such date. As provided in the
Rights Agreement, the Purchase Price and the number of Common Shares which may
be purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain events.

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

         This Right Certificate, with or without other Right Certificates, upon
surrender at the principal 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 of
Common Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.

                                      A-1

<PAGE>

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate (i) may be redeemed by the Company at a redemption price of
$0.001 per Right or (ii) may be exchanged in whole or in part for Common Shares.

         No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby, but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement.

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

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

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

ATTEST:                                    CROWN CRAFTS, INC.

By:________________________________        By:__________________________________
Name:______________________________        Name:________________________________
Title:_____________________________        Title:_______________________________

Countersigned:

SUNTRUST BANK, AS RIGHTS AGENT

By:________________________________        Date of countersignature:____________
   Authorized Signature

                                      A-2

<PAGE>

                   [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE]

                               FORM OF ASSIGNMENT

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

         FOR VALUE RECEIVED ________________________ hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
                  (Please print name and address of transferee)

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

Dated:____________________                      ________________________________
                                                Signature

Signature Guaranteed:

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

________________________________________________________________________________

The undersigned hereby certifies by checking the appropriate boxes that:

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

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

                                                       _________________________
                                                       Signature

                                      A-3

<PAGE>

             [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - CONTINUED]

                          FORM OF ELECTION TO PURCHASE

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

To: Crown Crafts, Inc.

         The undersigned hereby irrevocably elects to exercise _____________
Rights represented by this Right Certificate to purchase the Common Shares
issuable upon the exercise of such Rights and requests that certificates for
such Common 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:

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

_______________________________________________________________________________

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

                                                        ________________________
                                                        Signature

                                      A-4

<PAGE>

             [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - CONTINUED]

                                     NOTICE

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

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

                                      A-5

<PAGE>

                                                                       EXHIBIT B

                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON SHARES

         On August 8, 1995, the Board of Directors of Crown Crafts, Inc. (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of the Company's common stock, par value $1.00 per
share (such common stock now designated "Series A Common Stock") (the "Common
Shares"). The dividend is payable on August 22, 1995 (the "Record Date") to the
shareholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one Common Share at a price of $1.45 per share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in an Amended and Restated Rights Agreement (the "Rights
Agreement") dated as of August 6, 2003 between the Company and SunTrust Bank, as
Rights Agent (the "Rights Agent").

         Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons, with
certain exceptions as set forth in the Rights Agreement, have acquired
beneficial ownership of 5% or more of the outstanding Common Shares (any such
person or group being referred to as an "Acquiring Person") or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 5% or more of
the outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto.

         The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 31, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the
then-current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash

                                      B-1

<PAGE>

dividends paid out of earnings or retained earnings or dividends payable in
Common Shares) or of subscription rights or warrants (other than those referred
to above).

         The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.

         In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.

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

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.

         No fractional Common Shares will be issued (other than fractions which
are integral multiples of one Common Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the Common Shares on the last
trading day prior to the date of exercise.

         Until the tenth day following a public announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of
5% or more of the outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $0.001
per Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis with such conditions as the Board of
Directors, in its sole discretion, may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

         Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to correct or supplement any
provision which may be defective or inconsistent with another provision, to
shorten or lengthen any time period under the Rights Agreement or to otherwise
change or supplement the provisions of the Rights Agreement in any manner the
Company deems necessary or desirable, so long as such amendments do not
adversely affect the interests of holders of Rights.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

                                      B-2

<PAGE>

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form
8-A/Current Report on Form 8-K. A copy of the Rights Agreement is available free
of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.

                                      B-3