___________________________________________________________

DIONEX CORPORATION

AND

BANKBOSTON, N.A.
AS RIGHTS AGENT

RIGHTS AGREEMENT

DATED AS OF JANUARY 21, 1999

___________________________________________________________

Rights Agreement


This Rights Agreement ("Agreement"), dated as of January 
21, 1999, between DIONEX CORPORATION, a Delaware corporation (the 
"Company"), and BANKBOSTON, N.A., a national banking association 
("Rights Agent").
The Board of Directors of the Company has authorized and 
declared a dividend of one preferred share purchase right (a 
"Right") for each Common Share (as such term is hereinafter 
defined) outstanding at the close of business on June 27, 1999 
(the "Record Date"), each Right representing the right to 
purchase one one-hundredth of a Preferred Share (as such term is 
hereinafter defined), upon the terms and subject to the 
conditions herein set forth, and has further authorized and 
directed the issuance of one Right with respect to each Common 
Share that shall become outstanding between the Record Date and 
the earliest to occur of the Distribution Date, the Redemption 
Date and the Final Expiration Date (as such terms are hereinafter 
defined); provided, however, that Rights may be issued with 
respect to Common Shares that shall become outstanding after the 
Distribution Date and prior to the earlier of the Redemption Date 
and the Final Expiration Date in accordance with the provisions 
of Section 22 hereof.
Accordingly, in consideration of the premises and the mutual 
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions.  For purposes of this Agreement, 
the following terms have the 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 15% or more of the 
Common Shares then outstanding.  Notwithstanding 
the foregoing, (A) the term Acquiring Person shall 
not include (i) the Company, (ii) any Subsidiary 
(as such term is hereinafter defined) of the 
Company, (iii) any employee benefit or 
compensation 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 
employee benefit or compensation plan, and (B) no 
Person shall become an "Acquiring Person" either 
(x) 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 15% or more of the Common Shares 
then outstanding; provided, however, that if a 
Person shall become the Beneficial Owner of 15% or 
more of the Common Shares then outstanding by 
reason of share purchases by the Company and 
shall, following written notice from, or public 
disclosure by the Company of such share purchases 
by the Company, become the Beneficial Owner of any 
additional Common Shares without the prior consent 
of the Company and shall then Beneficially Own 
more than 15% of the Common Shares then 
outstanding, then such Person shall be deemed to 
be an "Acquiring Person", or (y) if the Board of 
Directors 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 (as determined in good faith by the 
Board of Directors), but in any event within five 
Business Days, following receipt of written notice 
from the Company of such event, of Beneficial 
Ownership of 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 no longer be deemed to be an 
"Acquiring Person" for purposes of this 
Agreement; provided, however, that if such Person 
shall again become the Beneficial Owner of 15% or 
more of the Common Shares then outstanding, such 
Person shall be deemed an "Acquiring Person", 
subject to the exceptions set forth in this 
Section 1(a).
(b) "Affiliate" and "Associate" shall have the 
respective meanings ascribed to such terms in 
Rule 12b-2 of the General Rules and Regulations 
under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), as in effect on 
the date of this Agreement.
(c) A Person shall be deemed the "Beneficial Owner" 
of and shall be deemed to "beneficially own" any 
securities:
(i) which such Person or any of such Person's 
Affiliates or Associates is deemed to 
beneficially own, within the meaning of Rule 
13d-3 of the General Rules and Regulations 
under the Exchange Act as in effect on the 
date of this Rights Agreement;
(ii) which such Person or any of such Person's 
Affiliates or Associates has (A) the right to 
acquire (whether such right is exercisable 
immediately or only after the passage of 
time) 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(c)(ii)(B) hereof) or disposing of 
any securities of the Company, provided, 
however, an agreement, arrangement or 
understanding for purposes of this Section 
1(c)(iii) shall not be deemed to include 
actions, including any agreement, arrangement 
or understanding, or statements by any member 
of the Company's Board of Directors on the 
date of this Agreement, any subsequent 
directors of the Company (the "Successor 
Directors") who have been nominated by a 
majority of directors who are directors as of 
the date of this Agreement or who are 
Successor Directors, or by any Person of whom 
such a director is an Affiliate or Associate, 
provided, however that this exception shall 
not apply to a particular Person or Persons 
if and to the extent that such Person or 
Persons, after the date of this Agreement, 
acquires Beneficial Ownership of more than an 
additional 5% of the then outstanding Common 
Shares of the Company unless (A) the shares 
are acquired directly from the Company or as 
part of an employee benefit or compensation 
plan of the Company or a subsidiary of the 
Company or (B) the Person establishes to the 
satisfaction of the directors of the Company 
that it is acting on its own behalf and not 
in concert with any other Person and will 
not, upon completion of any purchases, be the 
Beneficial Owner of 15% or more of the 
outstanding Common Shares.
Notwithstanding anything in this definition of 
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.
(d) "Business Day" shall mean any day other than a 
Saturday, a Sunday, or a day on which banking 
institutions in The Commonwealth of Massachusetts 
are authorized or obligated by law or executive 
order to close.
(e) "Close of Business" on any given date shall mean 
5:00 p.m., Eastern Time, on such date; provided, 
however, that if such date is not a Business Day 
it shall mean 5:00 p.m., Eastern Time, on the next 
succeeding Business Day.
(f) "Common Shares" shall mean the shares of common 
stock, par value $.001 per share, of the Company; 
provided, however, that, "Common Shares," when 
used in this Agreement in connection with a 
specific 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.
(g) "Distribution Date" shall have the meaning set 
forth in Section 3 hereof.
(h) "Final Expiration Date" shall have the meaning 
set forth in Section 7(a) hereof.
(i) "Interested Stockholder" shall mean any 
Acquiring Person or any Affiliate or Associate of 
an Acquiring Person or any other Person in which 
any such Acquiring Person, Affiliate or Associate 
has an interest, or any other Person acting 
directly or indirectly on behalf of or in concert 
with any such Acquiring Person, Affiliate or 
Associate. 
(j) "Person" shall mean any individual, firm, 
corporation or other entity, and shall include any 
successor (by merger or otherwise) of such entity.
(k) "Preferred Shares" shall mean shares of Series A 
Junior Participating Preferred Stock, par value 
$.001 per share, of the Company having the 
designations and the powers, preferences and 
rights, and the qualifications, limitations and 
restrictions set forth in the Form of Certificate 
of Designation attached to this Agreement as 
Exhibit A.
(l) "Purchase Price" shall have the meaning set 
forth in Section 7(b) hereof.
(m) "Redemption Date" shall have the meaning set 
forth in Section 7(a) hereof.
(n) "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; provided, however that, if such 
Person is determined not to have become an 
Acquiring Person pursuant to clause (y) of 
Subsection 1(a)(B) hereof, then no Shares 
Acquisition Date shall be deemed to have occurred.
(o) "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.
(p) "Transaction" shall mean any merger, 
consolidation or sale of assets described in 
Section 13(a) hereof or any acquisition of Common 
Shares which would result in a Person becoming an 
Acquiring Person or a Principal Party (as such 
term is hereinafter defined).
(q) "Transaction Person" with respect to a 
Transaction shall mean (i) any Person who (x) is 
or will become an Acquiring Person or a Principal 
Party (as such term is hereinafter defined) if the 
Transaction were to be consummated and 
(y) directly or indirectly proposed or nominated a 
director of the Company which director is in 
office at the time of consideration of the 
Transaction, or (ii) an Affiliate or Associate of 
such a Person.
Section 2. Appointment of Rights Agent.  The Company hereby 
appoints the Rights Agent to act as agent for the 
Company in accordance with the terms and conditions 
hereof, and the Rights Agent hereby accepts such 
appointment.  The Company may from time to time appoint 
such co-Rights Agents as it may deem necessary or 
desirable, upon ten (10) days' prior written notice to 
the Rights Agent.  The Rights Agent shall have no duty 
to supervise, and shall in no event be liable for, the 
acts or omissions of any such co-Rights Agent.
Section 3. Issue of Right Certificates.
(a) Until the earlier of (i) the Shares Acquisition 
Date or (ii) the tenth Business Day (or such later 
date as may be determined by action of the Board 
of Directors prior to such time as any Person 
becomes an Acquiring Person) after the date of the 
commencement (determined in accordance with 
Rule 14d-2 under the Exchange Act) by any Person 
(other than the Company, any Subsidiary of the 
Company, any employee benefit plan of the Company 
or of any Subsidiary of the Company or any entity 
holding Common Shares for or pursuant to the terms 
of any such plan) of, or of the first public 
announcement of the intention of any Person (other 
than the Company, any Subsidiary of the Company, 
any employee benefit plan of the Company or of any 
Subsidiary of the Company or any entity holding 
Common Shares for or pursuant to the terms of any 
such plan) to commence, a tender or exchange offer 
(which intention to commence remains in effect for 
five Business Days after such announcement), the 
consummation of which would result in any Person 
becoming an Acquiring Person (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 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 B hereto (a "Right 
Certificate"), evidencing one Right for each 
Common Share so held, subject to the adjustment 
provisions of Section 11 of this Rights Agreement.  
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 (directly or 
through the Rights Agent or its transfer agent) a 
copy of a Summary of Rights to Purchase Preferred 
Shares, in substantially the form of Exhibit C 
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 Distribution Date, 
the Rights will be evidenced by such certificates 
registered in the names of the holders thereof.  
Until the Distribution Date (or the earlier of the 
Redemption Date and the Final Expiration Date), 
the surrender for transfer of any certificate for 
Common Shares outstanding on the Record Date 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 have impressed on, printed on, written 
on or otherwise affixed to them the following 
legend:
This certificate also evidences and 
entitles the holder hereof to certain 
rights as set forth in a Rights 
Agreement between Dionex Corporation 
(the "Corporation") and BankBoston, 
N.A., as Rights Agent (the "Rights 
Agent"), dated as of June 27, 1999, as 
amended from time to time (the "Rights 
Agreement"), the terms of which are 
hereby incorporated herein by reference 
and a copy of which is on file at the 
principal executive offices of the 
Corporation.  Under certain 
circumstances, as set forth in the 
Rights Agreement, such Rights will be 
evidenced by separate certificates and 
will no longer be evidenced by this 
certificate.  The Corporation will mail 
to the holder of this certificate a copy 
of the Rights Agreement without charge 
after receipt of a written request 
therefor addressed to the Secretary of 
the Corporation.  As described in the 
Rights Agreement, Rights issued to any 
Person who becomes an Acquiring Person 
or an Affiliate or Associate thereof (as 
defined in the Rights Agreement) and 
certain related persons, whether 
currently held by or on behalf of such 
Person or by any subsequent holder, 
shall 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 canceled and retired so that the Company 
shall not be entitled to exercise any Rights 
associated with the Common Shares which are no 
longer outstanding.  Notwithstanding this Section 
3(c), the omission of a legend shall not affect 
the enforceability of any part of this Rights 
Agreement or the rights of any holder of the 
Rights.
Section 4. Form of Right Certificates. 
(a) The Right Certificates (and the form of election 
to purchase Preferred Shares, the form of 
assignment and the form of certification to be 
printed on the reverse thereof) shall be 
substantially the same as Exhibit B hereto and may 
have such marks of identification or designation 
and such legends, summaries or endorsements 
printed thereon as the Company may deem 
appropriate and as are not inconsistent with the 
provisions of this Agreement, or as may be 
required to comply with any applicable law or with 
any rule or regulation made pursuant thereto or 
with any rule or regulation of any stock exchange 
or quotation system on which the Rights may from 
time to time be listed, or to conform to usage.  
Subject to the provisions of Sections 7, 11 
and 22 hereof, the Right Certificates shall 
entitle the holders thereof to purchase such 
number of one one-hundredths of a Preferred Share 
as shall be set forth therein at the price per one 
one-hundredth of a Preferred Share set forth 
therein (the "Purchase Price"), but the number 
of such one one-hundredths of a Preferred Share 
and the Purchase Price shall be subject to 
adjustment as provided herein.
(b) Any Right Certificate issued pursuant to Section 
3(a) or Section 22 hereof that represents Rights 
which are null and void pursuant to Section 
11(a)(ii) hereof and any Right Certificate issued 
pursuant to Section 6 or Section 11 hereof upon 
transfer, exchange, replacement or adjustment of 
any other Right Certificate referred to in this 
sentence shall contain (to the extent feasible) 
the following legend:
The Rights represented by this 
Right Certificate are or were 
beneficially owned by a Person who 
was or became an Acquiring Person 
or an Affiliate or Associate of an 
Acquiring Person (as such terms are 
defined in the Rights Agreement). 
Accordingly, this Right Certificate 
and the Rights represented hereby 
are null and void.
The provisions of Section 11(a)(ii) hereof shall 
be operative whether or not the foregoing legend 
is contained on any such Right 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, its Vice Chairman of the Board, 
its Chief Financial Officer, or any of its Vice 
Presidents, either manually or by facsimile signature, 
shall have affixed thereto the Company's seal or a 
facsimile thereof, and shall be attested by the 
Secretary or an Assistant Secretary of the Company, 
either manually or by facsimile signature.  The Right 
Certificates shall be manually countersigned by the 
Rights Agent and shall not be valid for any purpose 
unless countersigned.  In case any officer of the 
Company who shall have signed any of the Right 
Certificates shall cease to be such officer of the 
Company before countersignature by the 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.
Following the Distribution Date, the Rights Agent will 
keep or cause to be kept, at its office designated for 
such purpose, books for registration and transfer of 
the Right Certificates issued hereunder.  Such books 
shall show the names and addresses of the respective 
holders of the Right Certificates, the number of Rights 
evidenced on its face by each of the Right Certificates 
and the date of each of the Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen 
Right Certificates.  Subject to the provisions of 
Section 11(a)(ii), Section 14 and Section 24 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 may be transferred, split up, combined or 
exchanged for another Right Certificate or Right 
Certificates, entitling the registered holder to 
purchase a like number of one one-hundredths of a 
Preferred Share as the Right Certificate or Right 
Certificates surrendered then entitled such holder to 
purchase.  Any registered holder desiring to transfer, 
split up, combine or exchange any Right Certificate or 
Right Certificates shall make such request in writing 
delivered to the Rights Agent, and shall surrender the 
Right Certificate or Right Certificates to be 
transferred, split up, combined or exchanged at the 
office of the Rights Agent designated for such purpose.  
Neither the Rights Agent nor the Company shall be 
obligated to take any action whatsoever with respect to 
the transfer of any such surrendered Right Certificate 
until the registered holder shall have completed and 
signed the certificate contained in the form of 
assignment on the reverse side of such Right 
Certificate and shall have provided such additional 
evidence of the identity of the Beneficial Owner (or 
former Beneficial Owner) or Affiliates or Associates 
thereof as the Company shall reasonably request.  
Thereupon the Rights Agent shall, subject to 
Section 11(a)(ii), Section 14 and Section 24 hereof, 
countersign and deliver to the person entitled thereto 
a Right Certificate or Right Certificates, as the case 
may be, as so requested.  The Company may require 
payment of a sum sufficient to cover any tax or 
governmental charge that may be imposed in connection 
with any transfer, split up, combination or exchange of 
Right Certificates.
Upon receipt by the Company and the Rights Agent of 
evidence reasonably satisfactory to them of the loss, 
theft, destruction or mutilation of a Right 
Certificate, and, in case of loss, theft or 
destruction, of indemnity or security reasonably 
satisfactory to them, and, at the Company's request, 
reimbursement to the Company and the Rights Agent of 
all reasonable expenses incidental thereto, and upon 
surrender to the Rights Agent and cancellation of the 
Right Certificate if mutilated, the Company will issue, 
execute and deliver a new Right Certificate of like 
tenor to the Rights Agent for countersignature and 
delivery to the registered holder in lieu of the Right 
Certificate so lost, stolen, destroyed or mutilated.
Notwithstanding any other provisions hereof, the 
Company and the Rights Agent may amend this Rights 
Agreement to provide for uncertificated Rights in 
addition to or in place of Rights evidenced by Rights 
Certificates.
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, to the Rights Agent at the 
office of the Rights Agent designated for such 
purpose, together with payment of the Purchase 
Price for each one one-hundredth of a Preferred 
Share (or such other number of shares or other 
securities) as to which the Rights are exercised, 
at or prior to the earliest of (i) the Close of 
Business on June 26, 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 (the "Purchase Price") for 
each one one-hundredth of a Preferred Share 
pursuant to the exercise of a Right shall 
initially be $200.00 and shall be subject to 
adjustment from time to time as provided in 
Sections 11 and 13 hereof and shall be payable in 
lawful money of the United States of America in 
accordance with paragraph (c) 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 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, bank draft or 
money order payable to the order of the Company, 
the Rights Agent shall thereupon promptly 
(i) (A) requisition from any transfer agent for 
the Preferred Shares certificates for the number 
of Preferred Shares to be purchased and the 
Company hereby irrevocably authorizes its transfer 
agent to comply with all such requests, or (B) if 
the Company, in its sole discretion, shall have 
elected to deposit the Preferred Shares issuable 
upon exercise of the Rights hereunder into a 
depository, requisition from the depositary agent 
depositary receipts representing such number of 
one one-hundredths of a Preferred Share as are to 
be purchased (in which case certificates for the 
Preferred 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.  In the event that the Company 
is obligated to issue securities of the Company 
other than Preferred Shares (including Common 
Shares) of the Company pursuant to Section 11(a) 
hereof, the Company will make all arrangements 
necessary so that such other securities are 
available for distribution by the Rights Agent, if 
and when appropriate.
In addition, in the case of an exercise of the 
Rights by a holder pursuant to Section 11(a)(ii) 
hereof, the Rights Agent shall return such Right 
Certificate to the registered holder thereof after 
imprinting, stamping or otherwise indicating 
thereon that the rights represented by such Right 
Certificate no longer include the rights provided 
by Section 11(a)(ii) hereof, and, if fewer than 
all the Rights represented by such Right 
Certificate were so exercised, the Rights Agent 
shall indicate on the Right Certificate the number 
of Rights represented thereby which continue to 
include the rights provided by Section 11(a)(ii) 
hereof.
(d) In case the registered holder of any Right 
Certificate shall exercise fewer than all the 
Rights evidenced thereby, a new Right Certificate 
evidencing Rights equivalent to the Rights 
remaining unexercised shall be issued by the 
Rights Agent to the registered holder of such 
Right Certificate or to his duly authorized 
assigns, subject to the provisions of Section 14 
hereof.
(e) The Company covenants and agrees that it will 
cause to be reserved and kept available out of its 
authorized and unissued Preferred Shares or any 
Preferred Shares held in its treasury, the number 
of Preferred Shares that will be sufficient to 
permit the exercise in full of all outstanding 
Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the 
contrary, neither the Rights Agent nor the Company 
shall be obligated to undertake any action with 
respect to a registered holder upon the occurrence 
of any purported exercise as set forth in this 
Section 7 unless such registered holder shall have 
(i) completed and signed the certification 
following the form of election to purchase set 
forth on the reverse side of the Rights 
Certificate surrendered for such exercise and 
(ii) provided such additional evidence of the 
identity of the Beneficial Owner (or former 
Beneficial Owner) or Affiliates or Associates 
thereof as the Company shall reasonably request.
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 canceled form, or, if delivered or 
surrendered to the Rights Agent, shall be canceled by 
it, and no Right Certificates shall be issued in lieu 
thereof except as expressly permitted by any of the 
provisions of this Agreement.  The Company shall 
deliver to the Rights Agent for cancellation and 
retirement, and the Rights Agent shall so cancel and 
retire, any other Right Certificate purchased or 
acquired by the Company otherwise than upon the 
exercise thereof.  The Rights Agent shall deliver all 
canceled Right Certificates to the Company, or shall, 
at the written request of the Company, destroy such 
canceled Right Certificates, and in such case shall 
deliver a certificate of destruction thereof to the 
Company.
Section 9. Availability of Preferred Shares.  The Company 
covenants and agrees that so long as the Preferred 
Shares (and, after the time a person becomes an 
Acquiring Person, Common Shares or any other 
securities) issuable upon the exercise of the Rights 
may be listed on any national securities exchange or 
quotation system, the Company shall use its best 
efforts to cause, from and after such time as the 
Rights become exercisable, all shares reserved for such 
issuance to be listed on such exchange or quotation 
system upon official notice of issuance upon such 
exercise.
The Company covenants and agrees that it will take all 
such action as may be necessary to ensure that all 
Preferred Shares (or Common Shares and other 
securities, as the case may be) delivered upon exercise 
of Rights shall, at the time of delivery of the 
certificates for such Preferred Shares (subject to 
payment of the Purchase Price), be duly and validly 
authorized and issued and fully paid and nonassessable 
shares or other securities.
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 Preferred 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 
Preferred 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 
Preferred 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.
As soon as practicable after the Distribution Date, the 
Company shall use its best efforts to: 
(i) prepare and file a registration statement 
under the Securities Act of 1933, as amended 
(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 Final 
Expiration Date; and 
(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.
Section 10. Preferred Shares Record Date.  Each person in whose 
name any certificate for Preferred Shares or other 
securities is issued upon the exercise of Rights shall 
for all purposes be deemed to have become the holder of 
record of the Preferred Shares or other securities 
represented thereby on, and such certificate shall be 
dated, the date upon which the Right Certificate 
evidencing such Rights was duly surrendered with the 
forms of election and certification duly executed 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 Preferred Shares or other securities transfer 
books of the Company are closed, such person shall be 
deemed to have become the record holder of such shares 
on, and such certificate shall be dated, the next 
succeeding Business Day on which the Preferred Shares 
or other securities transfer books of the Company are 
open.  Prior to the exercise of the Rights evidenced 
thereby, the holder of a Right Certificate, as such, 
shall not be entitled to any rights of a holder of 
Preferred 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 
Preferred 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 Preferred Shares payable in 
Preferred Shares, (B) subdivide the 
outstanding Preferred Shares, (C) combine the 
outstanding Preferred Shares into a smaller 
number of Preferred Shares or (D) issue any 
shares of its capital stock in a 
reclassification of the Preferred Shares 
(including any such reclassification in 
connection with a consolidation or merger in 
which the Company is the continuing or 
surviving Company), except as otherwise 
provided in this Section 11(a), the Purchase 
Price in effect at the time of the record 
date for such dividend or of the effective 
date of such subdivision, combination or 
reclassification, and the number and kind of 
shares of capital stock issuable on such 
date, shall be proportionately adjusted so 
that the holder of any Right exercised after 
such time shall be entitled to receive the 
aggregate number and kind of shares of 
capital stock which, if such Right had been 
exercised immediately prior to such date and 
at a time when the Preferred Shares transfer 
books of the Company were open, such holder 
would have owned upon such exercise and been 
entitled to receive by virtue of such 
dividend, subdivision, combination or 
reclassification; provided, however, that in 
no event shall the consideration to be paid 
upon the exercise of one Right be less than 
the aggregate par value of the shares of 
capital stock of the Company issuable upon 
exercise of one Right.  If an event occurs 
which would require an adjustment under both 
Section 11(a)(i) and Section 11(a)(ii) 
hereof, the adjustment provided for in this 
Section 11(a)(i) shall be in addition to, and 
shall be made prior to any adjustment 
required pursuant to Section 11(a)(ii) 
hereof.
(ii) Subject to Section 24 hereof and the 
provisions of the next paragraph of this 
Section 11(a)(ii), in the event any Person 
shall become an Acquiring Person, each holder 
of a Right shall, for a period of 60 days 
after the later of such time any Person 
becomes an Acquiring Person or the effective 
date of an appropriate registration statement 
under the Act pursuant to Section 9 hereof 
(provided, however that, if at any time prior 
to the expiration or termination of the 
Rights there shall be a temporary restraining 
order, a preliminary injunction, an 
injunction, or temporary suspension by the 
Board of Directors, or similar obstacle to 
exercise of the Rights (the "Injunction") 
which prevents exercise of the Rights, a new 
60-day period shall commence on the date the 
Injunction is removed), have a right to 
receive, upon exercise thereof at a price 
equal to the then current Purchase Price 
multiplied by the number of one one-
hundredths of a Preferred Share for which a 
Right is then exercisable, in accordance with 
the terms of this Agreement and in lieu of 
Preferred Shares, such number of Common 
Shares as shall equal the result obtained by 
(A) multiplying the then current Purchase 
Price by the number of one one-hundredths of 
a Preferred Share 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 (determined 
pursuant to Section 11(d) hereof) on the date 
such Person became an Acquiring Person; 
provided, however, that if the transaction 
that would otherwise give rise to the 
foregoing adjustment is also subject to the 
provisions of Section 13 hereof, then only 
the provisions of Section 13 hereof shall 
apply and no adjustment shall be made 
pursuant to this Section 11(a)(ii).  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.
Notwithstanding anything in this Agreement to 
the contrary, from and after the time any 
Person becomes an Acquiring Person, any 
Rights beneficially owned by (i) such 
Acquiring Person or an Associate or Affiliate 
of such Acquiring Person, (ii) a transferee 
of such Acquiring Person (or of any such 
Associate or Affiliate) who becomes a 
transferee after the Acquiring Person became 
such, or (iii) a transferee of such Acquiring 
Person (or of any such Associate or 
Affiliate) who becomes a transferee prior to 
or concurrently with the Acquiring Person's 
becoming such and receives such Rights 
pursuant to either (A) a transfer (whether or 
not for consideration) from the Acquiring 
Person to holders of equity interests in such 
Acquiring Person or to any Person with whom 
the Acquiring Person has any continuing 
agreement, arrangement or understanding 
regarding the transferred Rights or (B) a 
transfer which the Board of Directors of the 
Company has determined is part of a plan, 
arrangement or understanding which has as a 
primary purpose or effect the avoidance of 
this Section 11(a)(ii), shall become null and 
void without any further action and no holder 
of such Rights shall have any rights 
whatsoever with respect to such Rights, 
whether under any provision of this Agreement 
or otherwise.  The Company shall use all 
reasonable efforts to insure that the 
provisions of this Section 11(a)(ii) and 
Section 4(b) hereof are complied with, but 
shall have no liability to any holder of 
Right Certificates or other Person as a 
result of its failure to make any 
determinations with respect to an Acquiring 
Person or its Affiliates, Associates or 
transferees hereunder.  No Right Certificate 
shall be issued at any time upon the transfer 
of any Rights to an Acquiring Person whose 
Rights would be void pursuant to the 
preceding sentence or any Associate or 
Affiliate thereof or to any nominee of such 
Acquiring Person, Associate or Affiliate; and 
any Right Certificate delivered to the Rights 
Agent for transfer to an Acquiring Person 
whose Rights would be void pursuant to the 
preceding sentence shall be canceled.
(iii) In lieu of issuing Common Shares in 
accordance with Section 11(a)(ii) hereof, the 
Company may, if a majority of the Board of 
Directors then in office determines that such 
action is necessary or appropriate and not 
contrary to the interests of holders of 
Rights, elect to (and, in the event that the 
Board of Directors has not exercised the 
exchange right contained in Section 24(c) 
hereof and there are not sufficient treasury 
shares and authorized but unissued Common 
Shares to permit the exercise in full of the 
Rights in accordance with the foregoing 
subparagraph (ii), the Company shall) take 
all such action as may be necessary to 
authorize, issue or pay, upon the exercise of 
the Rights, cash (including by way of a 
reduction of the Purchase Price), property, 
Common Shares, other securities or any 
combination thereof having an aggregate value 
equal to the value of the Common Shares which 
otherwise would have been issuable pursuant 
to Section 11(a)(ii) hereof, which aggregate 
value shall be determined by a nationally 
recognized investment banking firm selected 
by a majority of the Board of Directors then 
in office.  For purposes of the preceding 
sentence, the value of the Common Shares 
shall be determined pursuant to Section 11(d) 
hereof.  Any such election by the Board of 
Directors must be made within 60 days 
following the date on which the event 
described in Section 11(a)(ii) hereof shall 
have occurred.  Following the occurrence of 
the event described in Section 11(a)(ii) 
hereof, a majority of the Board of Directors 
then in office may suspend the exercisability 
of the Rights for a period of up to 60 days 
following the date on which the event 
described in Section 11(a)(ii) hereof shall 
have occurred to the extent that such 
directors have not determined whether to 
exercise their rights of election under this 
Section 11(a)(iii).  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.
(b) In case the Company shall fix a record date for 
the issuance of rights, options or warrants to all 
holders of Preferred Shares entitling them to 
subscribe for or purchase Preferred Shares (or 
shares having the same designations and the 
powers, preferences and rights, and the 
qualifications, limitations and restrictions as 
the Preferred Shares ("equivalent preferred 
shares")) or securities convertible into 
Preferred Shares or equivalent preferred shares at 
a price per Preferred Share or equivalent 
preferred share (or having a conversion price per 
share, if a security convertible into Preferred 
Shares or equivalent preferred shares) less than 
the then current per share market price of the 
Preferred Shares (as such term is hereinafter 
defined) 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 Preferred Shares outstanding on such 
record date plus the number of Preferred Shares 
which the aggregate offering price of the total 
number of Preferred Shares and/or equivalent 
preferred shares so to be offered (and/or the 
aggregate initial conversion price of the 
convertible securities so to be offered) would 
purchase at such current market price and the 
denominator of which shall be the number of 
Preferred Shares outstanding on such record date 
plus the number of additional Preferred Shares 
and/or equivalent preferred shares to be offered 
for subscription or purchase (or into which the 
convertible securities so to be offered are 
initially convertible); provided, however, that in 
no event shall the consideration to be paid upon 
the exercise of one Right be less than the 
aggregate par value of the shares of capital stock 
of the Company issuable upon exercise of one 
Right.  In case such subscription price may be 
paid in a consideration part or all of which shall 
be in a form other than cash, the value of such 
consideration shall be as determined in good faith 
by the Board of Directors of the Company, whose 
determination shall be described in a statement 
filed with the Rights Agent.  Preferred Shares 
owned by or held for the account of the Company 
shall not be deemed outstanding for the purpose of 
any such computation.  Such adjustment shall be 
made successively whenever such a record date is 
fixed; and in the event that such rights, options 
or warrants are not so issued, the Purchase Price 
shall be adjusted to be the Purchase Price which 
would then be in effect if such record date had 
not been fixed.
(c) In case the Company shall fix a record date for 
the making of a distribution to all holders of the 
Preferred 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 
Preferred Shares) or subscription rights or 
warrants (excluding those referred to in 
Section 11(b) hereof), the Purchase Price to be in 
effect after such record date shall be determined 
by multiplying the Purchase Price in effect 
immediately prior to such record date by a 
fraction, the numerator of which shall be the then 
current per share market price of the Preferred 
Shares (as such term is hereinafter defined) on 
such record date, less the fair market value (as 
determined in good faith by the Board of Directors 
of the Company, whose determination shall be 
described in a statement filed with the Rights 
Agent) of the portion of the assets or evidences 
of indebtedness so to be distributed or of such 
subscription rights or warrants applicable to one 
Preferred Share and the denominator of which shall 
be such current per share market price of the 
Preferred 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) 
(i) For the purpose of any computation hereunder, 
the "current per share market price" of any 
security (a "Security" for the purpose of 
this Section 11(d)(i)) on any date shall be 
deemed to be the average of the daily closing 
prices per share of such Security for the 30 
consecutive Trading Days (as such term is 
hereinafter defined) immediately prior to 
such date; provided, however, that in the 
event that the current per share market price 
of the Security is determined during a period 
following the announcement by the issuer of 
such Security of (A) a dividend or 
distribution on such Security payable in 
shares of such Security or securities 
convertible into such shares, or (B) any 
subdivision, combination or reclassification 
of such Security or securities convertible 
into such shares, or (C) 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 as reported on the 
Nasdaq National Market or, if the Security is 
not listed or admitted to trading on any 
national securities exchange or reported on 
the Nasdaq National Market, 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 or, if on any such 
date no professional market maker is making a 
market in the Security, the price as 
determined in good faith by the Board of 
Directors.  The term "Trading Day" shall 
mean a day on which the principal national 
securities exchange on which the Security is 
listed or admitted to trading is open for the 
transaction of business or, if the Security 
is not listed or admitted to trading on any 
national securities exchange, a Business Day.
(ii) For the purpose of any computation hereunder, 
the "current per share market price" of the 
Preferred Shares shall be determined in 
accordance with the method set forth in 
Section 11(d)(i) hereof.  If the Preferred 
Shares are not publicly traded, the "current 
per share market price" of the Preferred 
Shares shall be conclusively deemed to be the 
current per share market price of the Common 
Shares as determined pursuant to 
Section 11(d)(i) hereof (appropriately 
adjusted to reflect any stock split, stock 
dividend or similar transaction occurring 
after the date hereof) multiplied by one 
hundred.  If neither the Common Shares nor 
the Preferred Shares are 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.
(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-hundredth of a Preferred 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 date of the expiration 
of the right to exercise any Rights.
(f) If as a result of an adjustment made pursuant to 
Section 11(a) hereof, the holder of any Right 
thereafter exercised shall become entitled to 
receive any shares of capital stock of the Company 
other than Preferred 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 Preferred Shares contained in 
Sections 11(a) through 11(c) hereof, inclusive, 
and the provisions of Sections 7, 9, 10, 13 and 14 
hereof with respect to the Preferred Shares shall 
apply on like terms to any such other shares.
(g) All Rights originally issued by the Company 
subsequent to any adjustment made to the Purchase 
Price hereunder shall evidence the right to 
purchase, at the adjusted Purchase Price, the 
number of one one-hundredths of a Preferred Share 
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) hereof, upon 
each adjustment of the Purchase Price as a result 
of the calculations made in Section 11(b) and 
Section 11(c) hereof, 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 one 
one-hundredths of a Preferred Share (calculated to 
the nearest one one-millionth of a Preferred 
Share) obtained by (i) multiplying (x) the number 
of one one-hundredths of a Preferred Share 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 one one-hundredths of 
a Preferred Share purchasable upon the exercise of 
a Right.  Each of the Rights outstanding after 
such adjustment of the number of Rights shall be 
exercisable for the number of one one-hundredths 
of a Preferred Share for which a Right was 
exercisable immediately prior to such adjustment.  
Each Right held of record prior to such adjustment 
of the number of Rights shall become that number 
of Rights (calculated to the nearest one ten-
thousandth) obtained by dividing the Purchase 
Price in effect immediately prior to adjustment of 
the Purchase Price by the Purchase Price in effect 
immediately after adjustment of the Purchase 
Price.  The Company shall make a public 
announcement of its election to adjust the number 
of Rights, indicating the record date for the 
adjustment, and, if known at the time, the amount 
of the adjustment to be made.  This record date 
may be the date on which the Purchase Price is 
adjusted or any day thereafter, but, if the Right 
Certificates have been issued, shall be at least 
10 days later than the date of the public 
announcement.  If Right Certificates have been 
issued, upon each adjustment of the number of 
Rights pursuant to this Section 11(i), the Company 
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 one one-hundredths 
of a Preferred Share issuable upon the exercise of 
the Rights, the Right Certificates theretofore and 
thereafter issued may continue to express the 
Purchase Price and the number of one one-
hundredths of a Preferred Share which were 
expressed in the initial Right Certificates issued 
hereunder.
(k) Before taking any action that would cause an 
adjustment reducing the Purchase Price below one 
one-hundredth of the then par value, if any, of 
the Preferred Shares 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 
Preferred Shares at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require 
that an adjustment in the Purchase Price be made 
effective as of a record date for a specified 
event, the Company may elect to defer until the 
occurrence of such event the issuing to the holder 
of any Right exercised after such record date of 
the Preferred 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.
(m) The Company covenants and agrees that, after the 
Distribution Date, it will not, except as 
permitted by Section 23 or Section 27 hereof, take 
(or permit any Subsidiary to take) any action the 
purpose of which is to, or if at the time such 
action is taken it is reasonably foreseeable that 
the effect of such action is to, materially 
diminish or eliminate the benefits intended to be 
afforded by the Rights.  Any such action taken by 
the Company during any period after any Person 
becomes an Acquiring Person but prior to the 
Distribution Date shall be null and void unless 
such action could be taken under this Section 
11(m) from and after the Distribution Date.
(n) Anything in this Section 11 to the contrary 
notwithstanding, the Company shall be entitled to 
make such reductions in the Purchase Price, in 
addition to those adjustments expressly required 
by this Section 11, as and to the extent that it 
in its sole discretion shall determine to be 
advisable in order that any consolidation or 
subdivision of the Preferred Shares, issuance 
wholly for cash of any Preferred Shares at less 
than the current market price, issuance wholly for 
cash of Preferred Shares or securities which by 
their terms are convertible into or exchangeable 
for Preferred Shares, dividends on Preferred 
Shares payable in Preferred Shares or issuance of 
rights, options or warrants referred to 
hereinabove in Section 11(b), hereafter made by 
the Company to holders of its Preferred Shares 
shall not be taxable to such stockholders.
(o) In the event that at any time after the date of 
this Agreement and prior to the Distribution Date, 
the Company shall (i) declare or pay any dividend 
on the Common Shares payable in Common Shares or 
(ii) effect a subdivision, combination or 
consolidation of the Common Shares (by 
reclassification or otherwise than by payment of 
dividends in Common Shares) into a greater or 
lesser number of Common Shares, then in any such 
case (A) the number of one one-hundredths of a 
Preferred Share purchasable after such event upon 
proper exercise of each Right shall be determined 
by multiplying the number of one one-hundredths of 
a Preferred Share so purchasable immediately prior 
to such event by a fraction, the numerator of 
which is the number of Common Shares outstanding 
immediately before such event and the denominator 
of which is the number of Common Shares 
outstanding immediately after such event, and 
(B) each Common Share outstanding immediately 
after such event shall have issued with respect to 
it that number of Rights which each Common Share 
outstanding immediately prior to such event had 
issued with respect to it.  The adjustments 
provided for in this Section 11(o) shall be made 
successively whenever such a dividend is declared 
or paid or such a subdivision, combination or 
consolidation is effected.  
(p) The exercise of Rights under Section 11(a)(ii) 
hereof shall only result in the loss of rights 
under Section 11(a)(ii) hereof 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 hereof.
Section 12. Certificate of Adjusted Purchase Price or Number of 
Shares.  Whenever an adjustment is made as provided in 
Sections 11 and 13 hereof, the Company shall promptly 
(a) prepare a certificate setting forth such 
adjustment, and a brief statement of the facts 
accounting for such adjustment, (b) file with the 
Rights Agent and with each transfer agent for the 
Common Shares or the Preferred 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 and shall not be deemed to 
have knowledge of any adjustment unless and until it 
shall have received such certificate.
Section 13. Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power.
(a) In the event that, following the Shares 
Acquisition Date or, if a Transaction is proposed, 
the Distribution Date, directly or indirectly 
(x) the Company shall consolidate with, or merge 
with and into, any Interested Stockholder, or if 
in such merger or consolidation all holders of 
Common Stock are not treated alike, any other 
Person, (y) any Interested Person, or if in such 
merger or consolidation all holders of Common 
Stock are not treated alike, any other Person 
shall consolidate with the Company, or merge with 
and into the Company, and the Company shall be the 
continuing or surviving corporation of such merger 
(other than, in the case of either transaction 
described in (x) or (y), a merger or consolidation 
which would result in all of the voting power 
represented by the securities of the Company 
outstanding immediately prior thereto continuing 
to represent (either by remaining outstanding or 
by being converted into securities of the 
surviving entity) all of the voting power 
represented by the securities of the Company or 
such surviving entity outstanding immediately 
after such merger or consolidation and the holders 
of such securities not having changed as a result 
of such merger or consolidation), or (z) the 
Company shall sell, mortgage or otherwise transfer 
(or one or more of its subsidiaries shall sell, 
mortgage or otherwise transfer), in one or more 
transactions, assets or earning power aggregating 
more than 50% of the assets or earning power of 
the Company and its subsidiaries (taken as a 
whole) to any Interested Stockholder or 
Stockholders, or if in such transaction all 
holders of Common Stock are not treated alike, any 
other Person, (other than the Company or any 
Subsidiary of the Company in one or more 
transactions each of which individually and the 
aggregate does not violate Section 13(d) hereof) 
then, and in each such case, proper provision 
shall be made so that (i) each holder of a Right, 
subject to Section 11(a)(ii) hereof, shall have 
the right to receive, upon the exercise thereof at 
a price equal to the then current Purchase Price 
multiplied by the number of one one-hundredths of 
a Preferred Share for which a Right is then 
exercisable in accordance with the terms of this 
Agreement and in lieu of Preferred Shares, such 
number of freely tradeable Common Shares of the 
Principal Party (as such term is hereinafter 
defined), free and clear of liens, rights of call 
or first refusal, encumbrances or other adverse 
claims, as shall be equal to the result obtained 
by (A) multiplying the then current Purchase Price 
by the number of one one-hundredths of a Preferred 
Share for which a Right is then exercisable 
(without taking into account any adjustment 
previously made pursuant to Section 11(a)(ii) 
hereof) and dividing that product by (B) 50% of 
the then current per share market price of the 
Common Shares of such Principal Party (determined 
pursuant to Section 11(d) hereof) on the date of 
consummation of such consolidation, merger, sale 
or transfer; (ii) such Principal Party shall 
thereafter be liable for, and shall assume, by 
virtue of such consolidation, merger, sale or 
transfer, all the obligations and duties of the 
Company pursuant to this Agreement; (iii) the term 
"Company" shall thereafter be deemed to refer to 
such Principal Party, it being specifically 
intended that the provisions of Section 11 hereof 
shall apply to such Principal Party; and (iv) such 
Principal Party shall take such steps (including, 
but not limited to, the reservation of a 
sufficient number of shares 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.
(b) "Principal Party" shall mean:
(i) in the case of any transaction described in 
clause (x) or (y) of the first sentence of 
Section 13(a) hereof, the Person that is the 
issuer of any securities into which Common 
Shares are converted in such merger or 
consolidation, and if no securities are so 
issued, the Person that is the other party to 
the merger or consolidation (or, if 
applicable, the Company, if it is the 
surviving corporation); and
(ii) in the case of any transaction described in 
(z) of the first sentence of Section 13(a) 
hereof, the Person that is the party 
receiving the greatest portion of the assets 
or earning power transferred pursuant to such 
transaction or transactions;
provided, however, that in any case, (1) if the 
Common Shares of such Person are not at such time 
and have not been continuously over the preceding 
12-month period registered under Section 12 of the 
Exchange Act, and such Person is a direct or 
indirect subsidiary or Affiliate of another Person 
the Common Shares of which are and have been so 
registered, "Principal Party" shall refer to 
such other Person; (2) if such Person is a 
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, 
"Principal Party" shall refer to whichever of 
such Persons is the issuer of the Common Shares 
having the greatest aggregate market value; and 
(3) if such Person is owned, directly or 
indirectly, by a joint venture formed by two or 
more Persons that are not owned, directly or 
indirectly, by the same Person, the rules set 
forth in (1) and (2) above shall apply to each of 
the chains of ownership having an interest in such 
joint venture as if such party were a 
"subsidiary" of both or all of such joint 
venturers and the Principal 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 interests.
(c) The Company shall not consummate any such 
consolidation, merger, sale or transfer unless the 
Principal Party shall have a sufficient number of 
authorized Common Shares that have not been issued 
or reserved for issuance to permit the exercise in 
full of the Rights in accordance with this 
Section 13 and unless prior thereto the Company 
and each Principal Party and each other Person who 
may become a Principal Party as a result of such 
consolidation, merger, sale or transfer shall have 
(i) executed and delivered to the Rights Agent a 
supplemental agreement providing for the terms set 
forth in paragraphs (a) and (b) of this Section 13 
and (ii) prepared, filed and had declared and 
remain effective a registration statement under 
the Act on the appropriate form with respect to 
the Rights and the securities exercisable upon 
exercise of the Rights and further providing that, 
as soon as practicable after the date of any 
consolidation, merger, sale or transfer of assets 
mentioned in paragraph (a) of this Section 13, the 
Principal Party at its own expense will:
(i) cause the registration statement under the 
Act with respect to the Rights and the 
securities purchasable upon exercise of the 
Rights on an appropriate form to remain 
effective (with a prospectus at all times 
meeting the requirements of the Act) until 
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; 
(iii) list the Rights and the securities 
purchasable upon exercise of the Rights on 
each national securities exchange on which 
the Common Shares were listed prior to the 
consummation of such consolidation, merger, 
sale or transfer of assets or on the Nasdaq 
National Market if the Common Shares were 
listed on the Nasdaq National Market or, if 
the Common Shares were not listed on a 
national securities exchange or the Nasdaq 
National Market prior to the consummation of 
the consolidation, merger, sale or transfer 
of assets, on a national securities exchange 
or the Nasdaq National Market; and
(iv) deliver to holders of the Rights historical 
financial statements for the Principal 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 provisions of this Section 13 shall similarly apply 
to successive mergers or consolidations or sales or 
other transfers.
(d) After the Distribution Date, the Company covenants 
and agrees that it shall not (i) consolidate with, 
(ii) merge with or into, or (iii) sell or transfer 
to, in one or more transactions, assets or earning 
power aggregating more than 50% of the assets or 
earning power of the Company and its subsidiaries 
taken as a whole, any other Person (other than a 
Subsidiary of the Company in a transaction which 
does not violate Section 11(m) hereof), if (x) at 
the time of or after such consolidation, merger or 
sale there are any charter or bylaw provisions or 
any rights, warrants or other instruments or 
securities outstanding, agreements in effect or 
any other action taken which would diminish or 
otherwise eliminate the benefits intended to be 
afforded by the Rights or (y) prior to, 
simultaneously with or immediately after such 
consolidation, merger or sale, the stockholders of 
the Person who constitutes, or would constitute, 
the "Principal Party" for purposes of Section 
13(a) hereof shall have received a distribution of 
Rights previously owned by such Person or any of 
its Affiliates and Associates.  The Company shall 
not consummate any such consolidation, merger, 
sale or transfer unless prior thereto the Company 
and such other Person shall have executed and 
delivered to the Rights Agent a supplemental 
agreement evidencing compliance with this Section 
13(d).
Section 14. Fractional Rights and Fractional Shares.  
(a) The Company shall not be required to issue 
fractions of Rights or to distribute Right 
Certificates which evidence fractional Rights.  In 
lieu of such fractional Rights, there shall be 
paid to the registered holders of the Right 
Certificates with regard to which such fractional 
Rights would otherwise be issuable, an amount in 
cash equal to the same fraction of the current 
market value of a whole Right.  For the purposes 
of this Section 14(a), the current market value of 
a whole Right shall be the closing price of the 
Rights for the Trading Day immediately prior to 
the date on which such fractional Rights would 
have been otherwise issuable.  The closing price 
for any day shall be the last sale price, regular 
way, or, in case no such sale takes place on such 
day, the average of the closing bid and asked 
prices, regular way, in either case as reported in 
the principal consolidated transaction reporting 
system with respect to securities listed or 
admitted to trading on the New York Stock Exchange 
or, if the Rights are not listed or admitted to 
trading on the New York Stock Exchange, as 
reported in the principal consolidated transaction 
reporting system with respect to securities listed 
on the principal national securities exchange on 
which the Rights are listed or admitted to trading 
or as reported on the Nasdaq National Market or, 
if the Rights are not listed or admitted to 
trading on any national securities exchange or 
reported on the Nasdaq National Market, the last 
quoted price or, if not so quoted, the average of 
the high bid and low asked prices in the over-the-
counter market, as reported by Nasdaq or such 
other system then in use or, if on any such date 
the Rights are not quoted by any such 
organization, the average of the closing bid and 
asked prices as furnished by a professional market 
maker making a market in the Rights selected by 
the Board of Directors of the Company.  If on any 
such date no such market maker is making a market 
in the Rights, the fair value of the Rights on 
such date as determined in good faith by the Board 
of Directors of the Company shall be used.
(b) The Company shall not be required to issue 
fractions of Preferred Shares (other than 
fractions which are integral multiples of one one-
hundredth of a Preferred Share) upon exercise of 
the Rights or to distribute certificates which 
evidence fractional Preferred Shares (other than 
fractions which are integral multiples of one one-
hundredth of a Preferred Share).  Fractions of 
Preferred Shares in integral multiples of one one-
hundredth of a Preferred Share may, at the 
election of the Company, be evidenced by 
depositary receipts; provided, however, that 
holders of such depositary receipts shall have all 
of the designations and the powers, preferences 
and rights, and the qualifications, limitations 
and restrictions to which they are entitled as 
beneficial owners of the Preferred Shares 
represented by such depositary receipts.  In lieu 
of fractional Preferred Shares that are not 
integral multiples of one one-hundredth of a 
Preferred Share, the Company shall pay to the 
registered holders of Right Certificates at the 
time such Rights are exercised as herein provided 
an amount in cash equal to the same fraction of 
the current market value of one Preferred Share.  
For the purposes of this Section 14(b), the 
current market value of a Preferred Share shall be 
the current per share market price of the 
Preferred Shares (as determined pursuant to the 
second sentence of Section 11(d)(i) hereof) for 
the Trading Day immediately prior to the date of 
such exercise (or, if not publicly traded, in 
accordance with Section 11(d)(ii) hereof).
(c) Following the occurrence of one of the 
transactions or events specified in Section 11 
hereof giving rise to the right to receive Common 
Shares, capital stock equivalents (other than 
Preferred Shares) or other securities upon the 
exercise of a Right, the Company shall not be 
required to issue fractions of Common Shares or 
units of such Common Shares, capital stock 
equivalents or other securities upon exercise of 
the Rights or to distribute certificates which 
evidence fractional Common Shares, capital stock 
equivalents or other securities.  In lieu of 
fractional Common Shares, capital stock 
equivalents or other securities, 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 or unit of such Common Shares, 
capital stock equivalents or other securities.  
For purposes of this Section 14(c), the current 
market value shall be the current per share market 
price (as determined pursuant to Section 11(d)(i) 
hereof) for the Trading Day immediately prior to 
the date of such exercise and, if such capital 
stock equivalent is not traded, each such capital 
stock equivalent shall have the value of one one-
hundredth of a Preferred Share.
(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 Sections 18 and 20 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 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 injunctive relief against actual or 
threatened violations of the obligations of any Person 
subject to, this Agreement.  Holders of Rights shall be 
entitled to recover the reasonable costs and expenses, 
including attorneys fees, incurred by them in any 
action to enforce the provisions of this Agreement.
Section 16. Agreement of Right Holders.  Every holder of a Right, 
by accepting the same, consents and agrees with the 
Company and the Rights Agent and with every other 
holder of a Right that:
(a) prior to the Distribution Date, the Rights will be 
transferable only in connection with the transfer 
of the Common Shares;
(b) after the Distribution Date, the Right 
Certificates are transferable (subject to the 
provisions of this Rights Agreement) 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; and
(c) the Company and the Rights Agent may deem and 
treat the person in whose name the Right 
Certificate (or, prior to the Distribution Date, 
the 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.
Section 17. Right Certificate Holder Not Deemed a Stockholder.  No 
holder, as such, of any Right Certificate shall be 
entitled to vote, receive dividends or be deemed for 
any purpose the holder of the Preferred 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 stockholder of the Company or any right to 
vote for the election of directors or upon any matter 
submitted to stockholders at any meeting thereof, or to 
give or withhold consent to any corporate action, or to 
receive notice of meetings or other actions affecting 
stockholders (except as provided in 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 hereof.
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 in the premises.  The indemnity provided 
herein shall survive the expiration of the Rights and 
the termination of this Agreement.
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 Preferred 
Shares or Common Shares or for other securities of the 
Company, instrument of assignment or transfer, power of 
attorney, endorsement, affidavit, letter, notice, 
direction, consent, certificate, statement, or other 
paper or document believed by it to be genuine and to 
be signed, executed and, where necessary, verified or 
acknowledged, by the proper person or persons, or 
otherwise upon the advice of counsel as set forth in 
Section 20 hereof.  In no case will the Rights Agent be 
liable for special, indirect, incidental or 
consequential or consequential loss or damage at any 
kind whatsoever (including but not limited to lost 
profits), even if the Rights Agent has been advised of 
such loss or damage.
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 shareholder 
services or corporate trust business of the Rights 
Agent or any successor Rights Agent, shall be the 
successor to the Rights Agent under this Agreement 
without the execution or filing of any paper or any 
further act on the part of any of the parties 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 of 
its choice (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 (unless other evidence in respect 
thereof be herein specifically prescribed) may be 
deemed to be conclusively proved and established 
by a certificate signed by any one of the Chairman 
of the Board, the Chief Executive Officer, the 
President, the Chief Financial Officer, 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 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 11(a)(ii) hereof) or any 
adjustment in the terms of the Rights (including 
the manner, method or amount thereof) provided for 
in Sections 3, 11, 13, 23 or 24 hereof, or the 
ascertaining of the existence of facts that would 
require any such change or adjustment (except with 
respect to the exercise of Rights evidenced by 
Right Certificates after receipt of a certificate 
pursuant to Section 12 hereof describing such 
change or adjustment); nor shall it by any act 
hereunder be deemed to make any representation or 
warranty as to the authorization or reservation of 
any Preferred Shares to be issued pursuant to this 
Agreement or any Right Certificate or as to 
whether any Preferred 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 from any one 
of the Chairman of the Board, the Chief Executive 
Officer, the President, the Chief Financial 
Officer, 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.  Any application by the 
Rights Agent for written instructions from the 
Company may, at the option of the Rights Agent, 
set forth in writing any action proposed to be 
taken or omitted by the Rights Agent with respect 
to its duties or obligations under this Agreement 
and the date on and/or after which such action 
shall be taken or omitted and the Rights Agent 
shall not be liable for any action taken or 
omitted in accordance with a proposal included in 
any such application on or after the date 
specified therein (which date shall not be less 
than three Business Days after the date indicated 
in such application unless any such officer shall 
have consented in writing to an earlier date) 
unless, prior to taking or omitting any such 
action, the Rights Agent has received written 
instructions in response to such application 
specifying the action to be taken or omitted.
(h) The Rights Agent and any stockholder, director, 
officer or employee of the Rights Agent may buy, 
sell or deal in any of the Rights or other 
securities of the Company or become pecuniarily 
interested in any transaction in which the Company 
may be interested, or contract with or lend money 
to the Company or otherwise act as fully and 
freely as though it were not Rights Agent under 
this Agreement.  Nothing herein shall preclude the 
Rights Agent from acting in any other capacity for 
the Company or for any other legal entity.
(i) The Rights Agent may execute and exercise any of 
the rights or powers hereby vested in it or 
perform any duty hereunder either itself or by or 
through its attorneys or agents, and the Rights 
Agent shall not be answerable or accountable for 
any act, default, neglect or misconduct of any 
such attorneys or agents or for any loss to the 
Company resulting from any such act, default, 
neglect or misconduct, provided reasonable care 
was exercised in the selection and continued 
employment thereof.
(j) 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 Right 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 not been executed, the Rights 
Agent shall not take any further action with 
respect to such requested exercise of transfer 
without first consulting with the Company.
Section 21. Change of Rights Agent.  The Rights Agent or any 
successor Rights Agent may resign and be discharged 
from its duties under this Agreement upon 30 days' 
notice in writing mailed to the Company and to each 
transfer agent for the Common Shares or Preferred 
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 for the 
Common Shares or Preferred 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 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 
either (a) a corporation business trust or limited 
liability company organized and doing business under 
the laws of the United States or of any other state of 
the United States 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 or (b) a direct or 
indirect wholly owned subsidiary of such an entity or 
its wholly-owning parent.  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 
for the Common Shares or Preferred 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 property purchasable under the Right 
Certificates made in accordance with the provisions of 
this Agreement.  In addition, in connection with the 
issuance or sale of Common Shares following the 
Distribution Date and prior to the earlier of the 
Redemption Date and the Final Expiration Date, the 
Company (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 in 
existence prior to the Distribution Date, or upon the 
exercise, conversion or exchange of securities, notes 
or debentures issued by the Company and in existence 
prior to the Distribution Date, and (b) may, in any 
other case, if deemed necessary or appropriate by the 
Board of Directors of the Company, issue Right 
Certificates representing the appropriate number of 
Rights in connection with such issuance or sale; 
provided, however, that (i) the Company shall not be 
obligated to issue any such Right Certificates if, and 
to the extent that, the Company shall be advised by 
counsel that such issuance would create a significant 
risk of material adverse tax consequences to the 
Company or the Person to whom such Right Certificate 
would be issued, and (ii) no Right Certificate shall be 
issued if, and to the extent that, appropriate 
adjustment shall otherwise have been made in lieu of 
the issuance thereof.
Section 23. Redemption. 
(a) The Rights may be redeemed by action of the Board 
of Directors pursuant to Section 23(b) hereof and 
shall not be redeemed in any other manner.
(b) 
(i) The Board of Directors of the Company may, at 
its option, at any time prior to the earlier 
of such time as any Person becoming an 
Acquiring Person or the Final Expiration 
Date, redeem all but not less than all of the 
then outstanding Rights at a redemption price 
of $.01 per Right, appropriately adjusted to 
reflect any stock split, stock dividend or 
similar transaction occurring after the date 
hereof (such redemption price being 
hereinafter referred to as the "Redemption 
Price"), and the Company may, at its option, 
pay the Redemption Price in Common Shares 
(based on the "current per-share market 
price," as such term is defined in 
Section 11(d) hereof, of the Common Shares at 
the time of redemption), cash or any other 
form of consideration deemed appropriate by 
the Board of Directors.  The redemption of 
the Rights by the Board of Directors may be 
made effective at such time, on such basis 
and subject to 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 pursuant 
to Section 11(a)(ii) hereof prior to the 
expiration or termination of the Company's 
right of redemption under this Section 
23(b)(i).
(ii) In addition, the Board of Directors of the 
Company may, at its option, at any time after 
the time a Person becomes an Acquiring Person 
and the expiration of any period during which 
the holder of Rights may exercise the rights 
under Section 11(a)(ii) hereof but prior to 
any event described in clause (x), (y) or (z) 
of the first sentence of Section 13 hereof, 
redeem all but not less than all of the then 
outstanding Rights at the Redemption Price 
(x) in connection with any merger, 
consolidation or sale or other transfer (in 
one transaction or in a series of related 
transactions) of assets or earning power 
aggregating 50% or more of the assets or 
earning power of the Company and its 
subsidiaries (taken as a whole) in which all 
holders of Common Shares are treated alike 
and not involving (other than as a holder of 
Common Shares being treated like all other 
such holders) an Interested Stockholder or a 
Transaction Person or (y)(A) if and for so 
long as the Acquiring Person is not 
thereafter the Beneficial Owner of 15% or 
more of the then outstanding Common Shares, 
and (B) at the time of redemption no other 
Persons are Acquiring Persons.
(c) Immediately upon the action of the Board of 
Directors of the Company ordering the redemption 
of the Rights pursuant to Section 23(b) hereof, 
and without any further action and without any 
notice, the right to exercise the Rights will 
terminate and the only right thereafter of the 
holders of Rights shall be to receive the 
Redemption Price.  The Company shall promptly give 
public notice of any such redemption; 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 pursuant to Section 23(b) 
hereof, 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, provided, however, that failure to 
give, or any defect in, any such notice shall not 
affect the validity of such redemption.  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.  
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.
(d) The Company may, at its option, discharge all of 
its obligations with respect to any redemption of 
the Rights by (i) issuing a press release 
announcing the manner of redemption of the Rights 
and (ii) mailing payment of the Redemption Price 
to the registered holders of the Rights at their 
last addresses as they appear on the registry 
books of the Rights Agent or, prior to the 
Distribution Date, on the registry books of the 
transfer agent for the Common Shares, and upon 
such action, all outstanding Right Certificates 
shall be null and void without any further action 
by the Company.
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 11(a)(ii) 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 the Company, any 
Subsidiary of the Company, any employee benefit 
plan of the Company or any such Subsidiary, or any 
entity holding Common Shares for or pursuant to 
the terms of any such plan), 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 Section 24(a) hereof 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; provided, however, that the 
failure to give, or any defect in, such notice 
shall not affect the validity of such exchange.  
Any notice which is mailed in the manner herein 
provided shall be deemed given, whether or not the 
holder receives the notice.  Each such notice of 
exchange will state the method by which the 
exchange of the Common Shares for Rights will be 
effected and, in the event of any partial 
exchange, the number of Rights which will be 
exchanged.  Any partial exchange shall be effected 
pro rata based on the number of Rights (other than 
Rights which have become void pursuant to the 
provisions of Section 11(a)(ii) hereof) held by 
each holder of Rights.
(c) In lieu of issuing Common Shares in accordance 
with Section 24(a) hereof, the Company may, if a 
majority of the Board of Directors then in office 
determines that such action is necessary or 
appropriate and not contrary to the interests of 
the holders of Rights, elect to (and, in the event 
that there are not sufficient treasury shares and 
authorized but unissued Common Shares to permit 
any exchange of the Rights in accordance with 
Section 24(a) hereof, the Company shall) take all 
such action as may be necessary to authorize, 
issue or pay, upon the exchange of the Rights, 
cash (including by way of a reduction of the 
Purchase Price), property, Common Shares, other 
securities or any combination thereof having an 
aggregate value equal to the value of the Common 
Shares which otherwise would have been issuable 
pursuant to Section 24(a) hereof, which aggregate 
value shall be determined by a nationally 
recognized investment banking firm selected by a 
majority of the Board of Directors then in office.  
For purposes of the preceding sentence, the value 
of the Common Shares shall be determined pursuant 
to Section 11(d) hereof.  Any election pursuant to 
this Section 24(c) by the Board of Directors must 
be made within 60 days following the date on which 
the event described in Section 11(a)(ii) hereof 
shall have occurred.  Following the occurrence on 
the event described in Section 11(a)(ii) hereof, a 
majority of the Board of Directors then in office 
may suspend the exercisability of the Rights for a 
period of up to 60 days following the date on 
which the event described in Section 11(a)(ii) 
hereof shall have occurred to the extent that such 
directors have not determined whether to exercise 
their rights of election under this Section 24(c).  
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.
(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 
Section 24(d), the current market value of a whole 
Common Share shall be the closing price of a 
Common Share (as determined pursuant to the second 
sentence of Section 11(d)(i) hereof) for the 
Trading Day immediately after the date of the 
first public announcement by the Company that an 
exchange is to be effected pursuant to this 
Section 24.
(e) The Company shall not be required to issue 
fractions of Preferred Shares (other than 
fractions which are integral multiples of one one-
hundredth of a Preferred Share) upon exchange of 
the Rights or to distribute certificates which 
evidence fractional Preferred Shares (other than 
fractions which are integral multiples of one one-
hundredth of a Preferred Share).  Fractions of 
Preferred Shares in integral multiples of one one-
hundredth of a Preferred Share may, at the 
election of the Company, be evidenced by 
depositary receipts; provided, however, that 
holders of such depositary receipts shall have all 
of the designations and the powers, preferences 
and rights, and the qualifications, limitations 
and restrictions to which they are entitled as 
beneficial owners of the Preferred Shares 
represented by such depositary receipts.  In lieu 
of fractional Preferred Shares that are not 
integral multiples of one one-hundredth of a 
Preferred Share, the Company shall pay to the 
registered holders of Right Certificates at the 
time such Rights are exercised as herein provided 
an amount in cash equal to the same fraction of 
the current market value of one Preferred Share.  
For the purposes of this Section 24(e), the 
current market value of a Preferred Share shall be 
one hundred (100) times the closing price of a 
Common Share (as determined pursuant to the second 
sentence of Section 11(d)(i) hereof) for the 
Trading Day immediately after  the date of the 
first public announcement by the Company that an 
exchange is to be effected pursuant to this 
Section 24.
Section 25. Notice of Certain Events.  
(a) In case the Company shall propose (i) to pay any 
dividend payable in stock of any class to the 
holders of its Preferred Shares or to make any 
other distribution to the holders of its Preferred 
Shares (other than a regular quarterly cash 
dividend), (ii) to offer to the holders of its 
Preferred Shares rights or warrants to subscribe 
for or to purchase any additional Preferred Shares 
or shares of stock of any class or any other 
securities, rights or options, (iii) to effect any 
reclassification of its Preferred Shares (other 
than a reclassification involving only the 
subdivision of outstanding Preferred 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 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, (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, in accordance with Section 26 
hereof, a notice of such proposed action, which 
shall specify the record date for the purpose 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 and/or 
the Preferred 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 Preferred Shares 
for purposes of such action, and in the case of 
any such other action, at least 10 days prior to 
the date of the taking of such proposed action or 
the date of participation therein by the holders 
of the Common Shares and/or the Preferred 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, in accordance with Section 26 
hereof, a notice of the occurrence of such event, 
which notice shall describe the event and the 
consequences of the 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:
Dionex Corporation
1228 Titan Way
Sunnyvale, Ca 94086
Attention:  Secretary

Subject to the provisions of Section 21 hereof, any 
notice or demand authorized by this Agreement to be 
given or made by the Company or by the holder of any 
Right Certificate to or on the Rights Agent shall be 
sufficiently given or made if sent by first-class mail, 
postage prepaid, addressed (until another address is 
filed in writing with the Company) as follows:
BankBoston, N.A.
c/o EquiServe Limited Partnership
150 Royall Street
Canton, MA 02021
Attention:  Client Administration

Notices or demands authorized by this Agreement to be 
given or made by the Company or the Rights Agent to the 
holder of any Right Certificate shall be sufficiently 
given or made if sent by first-class mail, postage 
prepaid, addressed to such holder at the address of 
such holder as shown on the registry books of the 
Company.
Section 27. Supplements and Amendments.  Prior to the Distribution 
Date, the Company and the Rights Agent shall, if the 
Company so directs, supplement or amend any provision 
of this Agreement without the approval of any holders 
of the Rights.  From and after the Distribution Date, 
the Company and the Rights Agent shall, if the Company 
so directs, from time to time supplement or amend any 
provision of this Agreement without the approval of any 
holders of Right Certificates in order to (i) cure any 
ambiguity, (ii) correct or supplement any provision 
contained herein which may be defective or inconsistent 
with any other provisions herein, or (iii) change any 
other provisions with respect to the Rights which the 
Company may deem necessary or desirable; provided, 
however, that no such supplement or amendment shall be 
made which would adversely affect the interests of the 
holders of Rights (other than the interests of an 
Acquiring Person or its Affiliates or Associates).  Any 
supplement or amendment adopted during any period after 
any Person has become an Acquiring Person but prior to 
the Distribution Date shall become null and void unless 
such supplement or amendment could have been adopted by 
the Company from and after the Distribution Date.  Any 
such supplement or amendment shall be evidenced by a 
writing signed by the Company and the Rights Agent.  
Upon 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 interest under 
this Agreement.  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.  
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 the last sentence of Rule 13d-
3(d)(1)(i) of the General Rules and Regulations under 
the Exchange Act as in effect on the date of this 
Agreement.  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 
Rights Agent and the holders of the Rights, and (y) not 
subject the Board to any liability to the holders of 
the Rights.
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 or corporation 
other than the Company, the Rights Agent and the 
registered holders of the Right Certificates (and, 
prior to the Distribution Date, the Common Shares) any 
legal or equitable right, remedy or claim under this 
Agreement; but this Agreement shall be for the sole and 
exclusive benefit of the Company, the Rights Agent and 
the registered holders of the Right Certificates (and, 
prior to the Distribution Date, the Common Shares).
Section 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.
Section 32. Governing Law.  This Agreement and each Right 
Certificate issued hereunder shall be deemed to be a 
contract made under the laws of the State of Delaware 
and for all purposes shall be governed by and construed 
in accordance with the laws of such State applicable to 
contracts to be made and performed entirely within such 
State.
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.

In Witness Whereof, parties whereto have caused this 
Agreement to be duly executed, all as of the day and year first 
above written.
Attest:	DIONEX CORPORATION
By: 			By:	

Print Name:		Print Name:	

Title:			Title:	


Attest:	BANKBOSTON, N.A.
By: 			By:	
Print Name:		Print Name:	
Title: 			Title:	

TABLE OF CONTENTS
	Page
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.	7
SECTION 5.	COUNTERSIGNATURE AND REGISTRATION.	8
SECTION 6.	TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT 
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT 
CERTIFICATES.	9
SECTION 7.	EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF 
RIGHTS.	10
SECTION 8.	CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES	11
SECTION 9.	AVAILABILITY OF PREFERRED SHARES	12
SECTION 10.	PREFERRED SHARES RECORD DATE	13
SECTION 11.	ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER 
OF RIGHTS	13
SECTION 12.	CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES	22
SECTION 13.	CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR 
EARNING POWER	23
SECTION 14.	FRACTIONAL RIGHTS AND FRACTIONAL SHARES	26
SECTION 15.	RIGHTS OF ACTION	28
SECTION 16.	AGREEMENT OF RIGHT HOLDERS	28
SECTION 17.	RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER	29
SECTION 18.	CONCERNING THE RIGHTS AGENT	29
SECTION 19.	MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT	30
SECTION 20.	DUTIES OF RIGHTS AGENT	30
SECTION 21.	CHANGE OF RIGHTS AGENT	33
SECTION 22.	ISSUANCE OF NEW RIGHT CERTIFICATES	33
SECTION 23.	REDEMPTION	34
SECTION 24.	EXCHANGE	36
SECTION 25.	NOTICE OF CERTAIN EVENTS	38
SECTION 26.	NOTICES.	39
SECTION 27.	SUPPLEMENTS AND AMENDMENTS	40
SECTION 28.	DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.	40
SECTION 29.	SUCCESSORS	41
SECTION 30.	BENEFITS OF THIS AGREEMENT	41
SECTION 31.	SEVERABILITY	41
SECTION 32.	GOVERNING LAW	41
SECTION 33.	COUNTERPARTS	41
SECTION 34.	DESCRIPTIVE HEADINGS	41
EXHIBIT A -  CERTIFICATE OF DESIGNATION
EXHIBIT B -  FORM OF RIGHT CERTIFICATE
EXHIBIT C -  SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES


















CERTIFICATE OF DESIGNATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
DIONEX CORPORATION
(Pursuant to Section 151 of the
Delaware General Corporation Law)
(EXHIBIT A TO RIGHTS AGREEMENT)
DIONEX CORPORATION, a corporation organized and existing under 
the General Corporation Law of the State of Delaware (hereinafter 
called the "Company"), hereby certifies that the following 
resolution was adopted by the Board of Directors of the 
Corporation as required by Section 151 of the General Corporation 
Law at a meeting duly called and held on January 21, 1999.
Resolved, that pursuant to the authority granted to and 
vested in the Board of Directors of the Company in accordance 
with the provisions of its Amended and Restated Certificate of 
Incorporation, the Board of Directors hereby creates a series of 
Preferred Stock, par value $.001 per share, of the Company and 
hereby states the designation and number of shares, and fixes the 
relative designations and the powers, preferences and rights, and 
the qualifications, limitations and restrictions thereof (in 
addition to the provisions set forth in the Certificate of 
Incorporation of the Company, which are applicable to the 
Preferred Stock of all classes and series), as follows:
Series A Junior Participating Preferred 
Stock:
Section 1. Designation and Amount.  Four Hundred 
Thousand  (400,000) shares of Preferred Stock, 
$.001 par value, are designated "Series A Junior 
Participating Preferred Stock" with the 
designations and the powers, preferences and 
rights, and the qualifications, limitations and 
restrictions specified herein (the "Junior 
Preferred Stock").  Such number of shares may be 
increased or decreased by resolution of the Board 
of Directors; provided, that no decrease shall 
reduce the number of shares of Junior Preferred 
Stock to a number less than the number of shares 
then outstanding plus the number of shares 
reserved for issuance upon the exercise of 
outstanding options, rights or warrants or upon 
the conversion of any outstanding securities 
issued by the Company convertible into Junior 
Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any 
shares of any series of Preferred Stock (or 
any similar stock) ranking prior and superior 
to the Junior Preferred Stock with respect to 
dividends, the holders of shares of Junior 
Preferred Stock, in preference to the holders 
of Common Stock, par value $.001 per share 
(the "Common Stock"), of the Company, and 
of any other junior stock, shall be entitled 
to receive, when, as and if declared by the 
Board of Directors out of funds legally 
available for the purpose, quarterly 
dividends payable in cash on the first day of 
April, July, October and January in each year 
(each such date being referred to herein as a 
"Quarterly Dividend Payment Date"), 
commencing on the first Quarterly Dividend 
Payment Date after the first issuance of a 
share or fraction of a share of Junior 
Preferred Stock, in an amount per share 
(rounded to the nearest cent) equal to the 
greater of (a) $l.00 or (b) subject to the 
provision for adjustment hereinafter set 
forth, 100 times the aggregate per share 
amount of all cash dividends, and 100 times 
the aggregate per share amount (payable in 
kind) of all non-cash dividends or other 
distributions, other than a dividend payable 
in shares of Common Stock or a subdivision of 
the outstanding shares of Common Stock (by 
reclassification or otherwise), declared on 
the Common Stock since the immediately 
preceding Quarterly Dividend Payment Date or, 
with respect to the first Quarterly Dividend 
Payment Date, since the first issuance of any 
share or fraction of a share of Junior 
Preferred Stock.  In the event the Company 
shall at any time declare or pay any dividend 
on the Common Stock payable in shares of 
Common Stock, or effect a subdivision or 
combination or consolidation of the 
outstanding shares of Common Stock (by 
reclassification or otherwise than by payment 
of a dividend in shares of Common Stock) into 
a greater or lesser number of shares of 
Common Stock, then in each such case the 
amount to which holders of shares of Junior 
Preferred Stock were entitled immediately 
prior to such event under clause (b) of the 
preceding sentence shall be adjusted by 
multiplying such amount by a fraction, the 
numerator of which is the number of shares of 
Common Stock outstanding immediately after 
such event and the denominator of which is 
the number of shares of Common Stock that 
were outstanding immediately prior to such 
event.
(B) The Company shall declare a dividend or 
distribution on the Junior Preferred Stock as 
provided in paragraph (A) of this Section 
immediately after it declares a dividend or 
distribution on the Common Stock (other than 
a dividend payable in shares of Common 
Stock); provided, that in the event no 
dividend or distribution shall have been 
declared on the Common Stock during the 
period between any Quarterly Dividend Payment 
Date and the next subsequent Quarterly 
Dividend Payment Date, a dividend of $1.00 
per share on the Junior Preferred Stock shall 
nevertheless be payable on such subsequent 
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be 
cumulative on outstanding shares of Junior 
Preferred Stock from the Quarterly Dividend 
Payment Date next preceding the date of issue 
of such shares, unless the date of issue of 
such shares is prior to the record date for 
the first Quarterly Dividend Payment Date, in 
which case dividends on such shares shall 
begin to accrue from the date of issue of 
such shares, or unless the date of issue is a 
Quarterly Dividend Payment Date or is a date 
after the record date for the determination 
of holders of shares of Junior Preferred 
Stock entitled to receive a quarterly 
dividend and before such Quarterly Dividend 
Payment Date, in either of which events such 
dividends shall begin to accrue and be 
cumulative from such Quarterly Dividend 
Payment Date.  Accrued but unpaid dividends 
shall not bear interest.  Dividends paid on 
the shares of Junior Preferred Stock in an 
amount less than the total amount of such 
dividends at the time accrued and payable on 
such shares shall be allocated pro rata on a 
share-by-share basis among all such shares at 
the time outstanding.  The Board of Directors 
may fix a record date for the determination 
of holders of shares of Junior Preferred 
Stock entitled to receive payment of a 
dividend or distribution declared thereon, 
which record date shall be not more than 60 
days prior to the date fixed for the payment 
thereof.
Section 3. Voting Rights.  The holders of shares of 
Junior Preferred Stock shall have the following 
voting rights:
(A) Subject to the provision for adjustment 
hereinafter set forth, each share of Junior 
Preferred Stock shall entitle the holder 
thereof to 100 votes on all matters submitted 
to a vote of the stockholders of the Company.  
In the event the Company shall at any time 
declare or pay any dividend on the Common 
Stock payable in shares of Common Stock, or 
effect a subdivision or combination or 
consolidation of the outstanding shares of 
Common Stock (by reclassification or 
otherwise than by payment of a dividend in 
shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then 
in each such case the number of votes per 
share to which holders of shares of Junior 
Preferred Stock were entitled immediately 
prior to such event shall be adjusted by 
multiplying such number by a fraction, the 
numerator of which is the number of shares of 
Common Stock outstanding immediately after 
such event and the denominator of which is 
the number of shares of Common Stock that 
were outstanding immediately prior to such 
event.
(B) Except as otherwise provided herein, in any 
other Certificate of Designation creating a 
series of Preferred Stock or any similar 
stock, or by law, the holders of shares of 
Junior Preferred Stock and the holders of 
shares of Common Stock and any other capital 
stock of the Company having general voting 
rights shall vote together as one class on 
all matters submitted to a vote of 
stockholders of the Company.
(C) Except as set forth herein, or as otherwise 
provided by law, holders of Junior Preferred 
Stock shall have no special voting rights and 
their consent shall not be required (except 
to the extent they are entitled to vote with 
holders of Common Stock as set forth herein) 
for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other 
dividends or distributions payable on the 
Junior Preferred Stock as provided in 
Section 2 are in arrears, thereafter and 
until all accrued and unpaid dividends and 
distributions, whether or not declared, on 
shares of Junior Preferred Stock outstanding 
shall have been paid in full, the Company 
shall not:
(i) declare or pay dividends, or make any other 
distributions, on any shares of stock ranking 
junior (either as to dividends or upon 
liquidation, dissolution or winding up) to 
the Junior Preferred Stock;
(ii) declare or pay dividends, or make any other 
distributions, on any shares of stock ranking 
on a parity (either as to dividends or upon 
liquidation, dissolution or winding up) with 
the Junior Preferred Stock, except dividends 
paid ratably on the Junior Preferred Stock 
and all such parity stock on which dividends 
are payable or in arrears in proportion to 
the total amounts to which the holders of all 
such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for 
consideration shares of any stock ranking 
junior (either as to dividends or upon 
liquidation, dissolution or winding up) to 
the Junior Preferred Stock, provided that the 
Company may at any time redeem, purchase or 
otherwise acquire shares of any such junior 
stock in exchange for shares of any stock of 
the Company ranking junior (either as to 
dividends or upon dissolution, liquidation or 
winding up) to the Junior Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for 
consideration any shares of Junior Preferred 
Stock, or any shares of stock ranking on a 
parity (either as to dividends or upon 
liquidation, dissolution or winding up) with 
the Junior Preferred Stock, except in 
accordance with a purchase offer made in 
writing or by publication (as determined by 
the Board of Directors) to all holders of 
such shares upon such terms as the Board of 
Directors, after consideration of the 
respective annual dividend rates and other 
relative rights and preferences of the 
respective series and classes, shall 
determine in good faith will result in fair 
and equitable treatment among the respective 
series or classes.
(B) The Company shall not permit any subsidiary 
of the Company to purchase or otherwise 
acquire for consideration any shares of stock 
of the Company unless the Company could, 
under paragraph (A) of this Section 4, 
purchase or otherwise acquire such shares at 
such time and in such manner.
Section 5. Reacquired Shares.  Any shares of Junior 
Preferred Stock purchased or otherwise acquired by 
the Company in any manner whatsoever shall be 
retired and cancelled promptly after the 
acquisition thereof.  All such shares shall upon 
their cancellation become authorized but unissued 
shares of Preferred Stock and may be reissued as 
part of a new series of Preferred Stock subject to 
the conditions and restrictions on issuance set 
forth herein, in the Amended and Restated 
Certificate of Incorporation, or in any other 
Certificate of Designation creating a series of 
Preferred Stock or any similar stock or as 
otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up.  Upon 
any liquidation, dissolution or winding up of the 
Company, no distribution shall be made (1) to the 
holders of shares of stock ranking junior (either 
as to dividends or upon liquidation, dissolution 
or winding up) to the Junior Preferred Stock 
unless, prior thereto, the holders of shares of 
Junior Preferred Stock shall have received $100 
per share, plus an amount equal to accrued and 
unpaid dividends and distributions thereon, 
whether or not declared, to the date of such 
payment, provided that the holders of shares of 
Junior Preferred Stock shall be entitled to 
receive an aggregate amount per share, subject to 
the provision for adjustment hereinafter set 
forth, equal to 100 times the aggregate amount to 
be distributed per share to holders of shares of 
Common Stock, or (2) to the holders of shares of 
stock ranking on a parity (either as to dividends 
or upon liquidation, dissolution or winding up) 
with the Junior Preferred Stock, except 
distributions made ratably on the Junior Preferred 
Stock and all such parity stock in proportion to 
the total amounts to which the holders of all such 
shares are entitled upon such liquidation, 
dissolution or winding up.  In the event the 
Company shall at any time declare or pay any 
dividend on the Common Stock payable in shares of 
Common Stock, or effect a subdivision or 
combination or consolidation of the outstanding 
shares of Common Stock (by reclassification or 
otherwise than by payment of a dividend in shares 
of Common Stock) into a greater or lesser number 
of shares of Common Stock, then in each such case 
the aggregate amount to which holders of shares of 
Junior Preferred Stock were entitled immediately 
prior to such event under the proviso in clause 
(1) of the preceding sentence shall be adjusted by 
multiplying such amount by a fraction the 
numerator of which is the number of shares of 
Common Stock outstanding immediately after such 
event and the denominator of which is the number 
of shares of Common Stock that were outstanding 
immediately prior to such event.
Section 7. Consolidation, Merger, etc.  In case the 
Company shall enter into any consolidation, 
merger, combination or other transaction in which 
the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash 
and/or any other property, then in any such case 
each share of Junior Preferred Stock shall at the 
same time be similarly exchanged or changed into 
an amount per share, subject to the provision for 
adjustment hereinafter set forth, equal to 100 
times the aggregate amount of stock, securities, 
cash and/or any other property (payable in kind), 
as the case may be, into which or for which each 
share of Common Stock is changed or exchanged.  In 
the event the Company shall at any time declare or 
pay any dividend on the Common Stock payable in 
shares of Common Stock, or effect a subdivision or 
combination or consolidation of the outstanding 
shares of Common Stock (by reclassification or 
otherwise than by payment of a dividend in shares 
of Common Stock) into a greater or lesser number 
of shares of Common Stock, then in each such case 
the amount set forth in the preceding sentence 
with respect to the exchange or change of shares 
of Junior Preferred Stock shall be adjusted by 
multiplying such amount by a fraction, the 
numerator of which is the number of shares of 
Common Stock outstanding immediately after such 
event and the denominator of which is the number 
of shares of Common Stock that were outstanding 
immediately prior to such event.
Section 8. No Redemption.  The shares of Junior 
Preferred Stock shall not be redeemable.
Section 9. Rank.  The Junior Preferred Stock shall rank, 
with respect to the payment of dividends and the 
distribution of assets, junior to all series of 
any other class of the Company's Preferred Stock.
Section 10. Amendment.  The Amended and Restated 
Certificate of Incorporation of the Company shall 
not be amended in any manner which would 
materially alter or change the powers, preferences 
or special rights of the Junior Preferred Stock so 
as to affect them adversely without the 
affirmative vote of the holders of at least two-
thirds of the outstanding shares of Junior 
Preferred Stock, voting together as a single 
class.

In Witness Whereof, the undersigned have executed this 
certificate as of ________ ___, 1999.
	
A. Blaine Bowman
Chief Executive Officer


					
James C. Gaither
Secretary
 



















FORM OF RIGHT CERTIFICATE
(EXHIBIT B TO RIGHTS AGREEMENT)
Certificate No. R-	_____ Rights
NOT EXERCISABLE AFTER JULY 26, 2009 OR EARLIER IF 
REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT 
TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE 
TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
DIONEX CORPORATION
This certifies that ___________________ or registered 
assigns, is the registered owner of the number of Rights set 
forth above, each of which entitles the owner thereof, subject to 
the terms, provisions and conditions of the Rights Agreement, 
dated as of January 21, 1999 (the "Rights Agreement"), between 
Dionex Corporation, a Delaware corporation (the "Company"), and 
BankBoston, N.A. (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., Pacific 
Time, on July 26, 2009 at the office of the Rights Agent 
designated for such purpose, or at the office of its successor as 
Rights Agent, one one-hundredth of a fully paid non-assessable 
share of Series A Junior Participating Preferred Stock, par value 
$.001 per share (the "Preferred Shares"), of the Company, at a 
purchase price of $200.00 per one one-hundredth of a Preferred 
Share (the "Purchase Price"), upon presentation and surrender 
of this Right Certificate with the Form of Election to Purchase 
duly executed.  The number of Rights evidenced by this Right 
Certificate (and the number of one one-hundredths of a Preferred 
Share which may be purchased upon exercise hereof) set forth 
above, and the Purchase Price set forth above, are the number and 
Purchase Price as of January 21, 1999, based on the Preferred 
Shares as constituted at such date. 
From and after the time any Person becomes an Acquiring 
Person, (as such terms are defined in the Rights Agreement), if 
the Rights evidenced by this Right Certificate are beneficially 
owned by (i) an Acquiring Person or an Affiliate or Associate of 
any such Acquiring Person (as such terms are defined in the 
Rights Agreement), (ii) a transferee of any such Acquiring 
Person, Associate or Affiliate who becomes a transferee after the 
Acquiring Person becomes such, or (iii) under certain 
circumstances specified in the Rights Agreement, a transferee of 
any such Acquiring Person, Associate or Affiliate who becomes a 
transferee prior to or concurrently with the Acquiring Person 
becoming such, such Rights shall become null and void without any 
further action and no holder hereof shall have any right with 
respect to such Rights from and after the time any Person becomes 
an Acquiring Person.
As provided in the Rights Agreement, the Purchase Price and 
the number of one one-hundredths of a Preferred Share 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, as amended 
from time to time, 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 office of the Rights Agent 
designated for such purpose, may be exchanged for another Right 
Certificate or Right Certificates of like tenor and date 
evidencing Rights entitling the holder to purchase a like 
aggregate number of Preferred Shares as the Rights evidenced by 
the Right Certificate or Right Certificates surrendered shall 
have entitled such holder to purchase.  If this Right Certificate 
shall be exercised in part, the holder shall be entitled to 
receive upon surrender hereof another Right Certificate or Right 
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the 
Rights evidenced by this Certificate (i) may be redeemed by the 
Company at a redemption price of $.01 per Right or (ii) may be 
exchanged in whole or in part for shares of the Company's Common 
Stock, par value $.001 per share, or, upon circumstances set 
forth in the Rights Agreement, cash, property or other securities 
of the Company, including fractions of a share of Preferred 
Stock.
No fractional Preferred Shares will be issued upon the 
exercise of any Right or Rights evidenced hereby (other than 
fractions which are integral multiples of one one-hundredth of a 
Preferred Share, which may, at the election of the Company, be 
evidenced by depositary receipts) but in lieu thereof a cash 
payment will be made, as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to 
vote or receive dividends or be deemed for any purpose the holder 
of the Preferred Shares or of any other securities of the Company 
which may at any time be issuable on the exercise hereof, nor 
shall anything contained in the Rights Agreement or herein be 
construed to confer upon the holder hereof, as such, any of the 
rights of a stockholder of the Company or any right to vote for 
the election of directors or upon any matter submitted to 
stockholders at any meeting thereof, or to give or withhold 
consent to any corporate action, or to receive notice of meetings 
or other actions affecting stockholders (except as provided in 
the Rights Agreement), or to receive dividends or subscription 
rights, or otherwise, until the Right or Rights evidenced by this 
Right Certificate shall have been exercised as provided in the 
Rights Agreement.
This Right Certificate shall not be valid or obligatory for 
any purpose until it shall have been countersigned by the Rights 
Agent.
Witness the facsimile signature of the proper officers of 
the Company and its corporate seal.  Dated as of 
__________________.
Attest:	DIONEX CORPORATION
		By:	
Secretary	Title:					
	
Countersigned:
BANKBOSTON, N.A.
  as Rights Agent


By:	
Print Name:	
Title:	

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
Form of Reverse Side of Right Certificate -- continued

Signature Guaranteed:
Signatures must be guaranteed by an "eligible guarantor 
institution" as defined in Rule 17Ad-15 promulgated under the 
Securities Exchange Act of 1934, as amended.
---------------------------------------------------------------
The undersigned hereby certifies that (1) the Rights 
evidenced by this Right Certificate are not being sold, assigned 
or transferred by or on behalf of a Person who is or was an 
Acquiring Person, an Interested Stockholder or an Affiliate or 
Associate thereof (as such terms are defined in the Rights 
Agreement); and (2) after due inquiry and to the best of the 
knowledge of the undersigned, the undersigned did not acquire the 
Rights evidenced by this Right Certificate from any Person who is 
or was an Acquiring Person, an Interested Stockholder, or an 
Affiliate or Associate thereof.
______________________________
__
Signature


FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)
To BankBoston, N.A.;
The undersigned hereby irrevocably elects to exercise 
___________________________ Rights represented by this Right 
Certificate to purchase the Preferred Shares issuable upon the 
exercise of such Rights and requests that certificates for such 
Preferred 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
Form of Reverse Side of Right Certificate -- continued

Signature Guaranteed:
Signatures must be guaranteed by an "eligible guarantor 
institution" as defined in Rule 17Ad-15 promulgated under the 
Securities Exchange Act of 1934, as amended.
---------------------------------------------------------------
The undersigned hereby certifies that (1) the Rights 
evidenced by this Right Certificate are not beneficially owned by 
nor are they being exercised on behalf of an Acquiring Person, an 
Interested Stockholder or an Affiliate or Associate thereof (as 
such terms are defined in the Rights Agreement); and (2) after 
due inquiry and to the best of the knowledge of the undersigned, 
the undersigned did not acquire the Rights evidenced by this 
Right Certificate from any Person who is or was an Acquiring 
Person, an Interested Stockholder, or an Affiliate or Associate 
thereof.

______________________________
__
Signature
---------------------------------------------------------------
NOTICE
The signature in the Form of Assignment or Form of Election 
to Purchase, as the case may be, must conform to the name as 
written upon the face of this Right Certificate in every 
particular, without alteration or enlargement or any change 
whatsoever.
In the event the certification set forth above in the Form 
of Assignment or the Form of Election to Purchase, as the case 
may be, is not completed, the Company and the Rights Agent will 
deem the beneficial owner of the Rights evidenced by this Right 
Certificate to be an Acquiring Person or an Affiliate or 
Associate thereof (as defined in the Rights Agreement) and such 
Assignment or Election to Purchase will not be honored.