<PAGE>



                                 OAK TECHNOLOGY, INC.


                                         AND


                                   BANKBOSTON, N.A.


                                    (RIGHTS AGENT)


                                   RIGHTS AGREEMENT


                             DATED AS OF AUGUST 19, 1997


<PAGE>

                                  TABLE OF CONTENTS
                                                                            Page
                                                                            ----

Section 1.    Certain Definitions...........................................  1

Section 2.    Appointment of Rights Agent...................................  5

Section 3.    Issue of Rights Certificates..................................  5

Section 4.    Form of Rights Certificates...................................  7

Section 5.    Countersignature and Registration.............................  8

Section 6.    Transfer, Split-Up, Combination and Exchange of Rights
              Certificates; Mutilated, Destroyed, Lost or Stolen Rights
              Certificates..................................................  9

Section 7.    Exercise of Rights; Purchase Price; Expiration Date of Rights.  9

Section 8.    Cancellation and Destruction of Rights Certificates........... 11

Section 9.    Reservation and Availability of Preferred Stock............... 11

Section 10.   Preferred Stock 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.... 21

Section 13.   Consolidation, Merger or Sale or Transfer of Assets or Earning
              Power......................................................... 22

Section 14.   Fractional Rights and Fractional Shares....................... 25

Section 15.   Rights of Action.............................................. 26

Section 16.   Agreement of Rights Holders................................... 26

Section 17.   Rights Certificate Holder Not Deemed a Stockholder............ 27

Section 18.   Concerning the Rights Agent................................... 27

Section 19.   Merger or Consolidation or Change of Name of Rights Agent..... 27

Section 20.   Duties of Rights Agent........................................ 28


                                          i.
<PAGE>
                                                                            Page
                                                                            ----

Section 21.   Change of Rights Agent........................................ 30

Section 22.   Issuance of New Rights Certificates........................... 31

Section 23.   Redemption and Termination.................................... 31

Section 24.   Exchange...................................................... 32

Section 25.   Notice of Certain Events...................................... 34

Section 26.   Notices....................................................... 34

Section 27.   Supplements and Amendments.................................... 35

Section 28.   Successors.................................................... 36

Section 29.   Determinations and Actions by the Board of Directors.......... 36

Section 30.   Benefits of this Agreement.................................... 36

Section 31.   Severability.................................................. 36

Section 32.   Governing Law................................................. 37

Section 33.   Counterparts.................................................. 37

Section 34.   Descriptive Headings.......................................... 37


EXHIBITS

Exhibit A -   Form of Certificate of Designation for Series A Junior
              Participating Preferred Stock

Exhibit B -   Form of Rights Certificate

Exhibit C -   Summary of Rights to Purchase Preferred Stock


                                         ii.
<PAGE>

                                   RIGHTS AGREEMENT

         RIGHTS AGREEMENT, dated as of August 19, 1997, between OAK TECHNOLOGY,
INC., a Delaware corporation (the "Company"), and BankBoston, N.A., a national
banking association (the "Rights Agent").

         WHEREAS, effective August 19, 1997 (the "Rights Dividend Declaration
Date"), the Board of Directors authorized and declared a distribution of one
Right (each, a "Right") for each share of Common Stock (as hereinafter defined)
of the Company outstanding as of the Close of Business (as hereinafter defined)
on August 29, 1997 (the "Record Date"), each Right initially representing the
right to purchase one one-thousandth of a share (a "Unit") of Preferred Stock
(as 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 share of Common Stock that shall become outstanding between the
Record Date and the earliest of the Distribution Date, the Redemption Date or
the Final Expiration Date (as such terms are hereinafter defined).

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

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

         "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 shares of Common Stock
of the Company then outstanding, but shall not include the Company, any
Subsidiary (as such term is hereinafter defined) of the Company, any employee
benefit plan of the Company or any Subsidiary of the Company, or any entity
holding shares of Common Stock for or pursuant to the terms of any such plan.
Notwithstanding the foregoing:

         (i)   no Person shall become an "Acquiring Person" as the result of
    an acquisition of shares of Common Stock 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 shares of
    Common Stock of the Company then outstanding; PROVIDED, HOWEVER, that if a
    Person shall become the Beneficial Owner of 15% or more of the shares of
    Common Stock of the Company then outstanding by reason of share purchases
    by the Company and shall, after such share purchases by the Company, become
    the Beneficial Owner of any additional shares of Common Stock of the
    Company, then such Person shall be deemed to be an "Acquiring Person"
    thereunder; and

         (ii)  if the Board of Directors of the Company determines (upon
    approval by a majority of the Continuing Directors (as such term is
    hereinafter defined)) in good faith that


                                          1.
<PAGE>

    a Person who would otherwise be an "Acquiring Person" as defined pursuant
    to the foregoing provisions of this paragraph (a), has become such
    inadvertently, and such Person divests as promptly as practicable a
    sufficient number of shares of Common Stock so that such Person would no
    longer be an "Acquiring Person" as defined pursuant to the foregoing
    provisions of this paragraph (a), then such Person shall not be deemed to
    be an "Acquiring Person" for any purpose of this Agreement.

         "Adjustment Shares" has the meaning set forth in Section 11(a)(ii).

         "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act (as such term is hereinafter defined).

         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 beneficially owns, directly or indirectly, for purposes of
    Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any
    comparable or successor law or regulation); or

         (ii)  which such Person or any of such Person's Affiliates or
    Associates, directly or indirectly, 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 (whether or not in
    writing, other than customary agreements with and between underwriters and
    selling group members with respect to a bona fide public offering of
    securities), or upon the exercise of conversion rights, exchange rights,
    rights (other than the Rights), warrants or options, or otherwise;
    PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial Owner
    of, or to beneficially own, 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 FURTHER, HOWEVER, that a Person
    shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
    any security under this subparagraph (ii) as a result of an agreement,
    arrangement or understanding to vote such security if such agreement,
    arrangement or understanding: (x) arises solely from a revocable proxy
    given in response to a public proxy or consent solicitation made pursuant
    to, and in accordance with, the applicable provisions of the Exchange Act
    and the Exchange Act Regulations, and (y) is not reportable by such Person
    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 (or any Affiliate or Associate thereof) with which such Person
    (or any of such Person's Affiliates or Associates) has any agreement,
    arrangement or understanding, (whether or not in writing, other than
    customary agreements with and between underwriters and selling


                                          2.
<PAGE>

    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 subparagraph (i) of this paragraph (e)) or
    disposing of any securities of the Company; PROVIDED, HOWEVER, that in no
    case shall an officer or director of the Company be deemed (A) the
    Beneficial Owner of any securities beneficially owned by another officer or
    director of the Company solely by reason of actions undertaken by such
    persons in their capacity as officers or directors of the Company or (B)
    the Beneficial Owner of securities held of record by the trustee of any
    employee benefit plan of the Company or any Subsidiary of the Company for
    the benefit of any employee of the Company or any Subsidiary of the
    Company, other than the officer or director, by reason of any influence
    that such officer or director may have over the voting of the securities
    held in the plan;

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.

         "Business Day" shall mean any day other than a Saturday, a Sunday, or
a day on which banking institutions in the State of California or the state in
which the principal office of the Rights Agent is located are authorized or
obligated by law or executive order to close.

         "Close of Business" on any given date shall mean 5:00 P.M.,
Massachusettes time, on such date; PROVIDED, HOWEVER, that if such date is not a
Business Day it shall mean 5:00 P.M., Massachusettes time, on the next
succeeding Business Day.

         "Common Stock" when used with reference to the Company shall mean the
shares of common stock, par value $.001, of the Company.  "Common Stock" when
used with reference to any Person other than the Company shall mean the capital
stock (or other 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.

         "Company" shall have the meaning set forth in the recitals to this
Agreement.

         "Continuing Director" shall mean a member of the Board of Directors of
the Company who is not an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative or agent of an Acquiring Person or of any
such Affiliate or Associate, and who was either (i) a member of the Board of
Directors prior to the date of this Agreement, or (ii) subsequently became a
member of the Board of Directors and whose election or nomination for election
is recommended or approved by a majority of the Continuing Directors then on the
Board of Directors.

         "current per share market price" shall have the meaning set forth in
Section 11(d)(i)


                                          3.
<PAGE>

hereof.

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

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

         "equivalent preferred shares" shall have the meaning set forth in
Section 11(b) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Exchange Act Regulations" shall mean the General Rules and
Regulations under the Exchange Act.

         "Exchange Ratio" shall have the meaning set forth in Section 24
hereof.

         "Expiration Date" shall have the meaning set forth in Section 7
hereof.

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

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

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

         "Preferred Stock" shall mean shares of Series A Junior Participating
Preferred Stock, par value $.001, of the Company having the rights and
preferences set forth in the Form of Certificate of Designation attached to this
Agreement as Exhibit A.

         "preferred stock equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereto.

         "Purchase Price" shall have the meaning set forth in Section 7(b)
hereof.

         "Record Date" shall have the meaning set forth in the recitals to this
Agreement.

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

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

         "Right" shall have the meaning set forth in the recitals to this
Agreement.

         "Rights Agent" shall have the meaning set forth in the recitals to
this Agreement.


                                          4.
<PAGE>

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

         "Rights Dividend Declaration Date" shall have the meaning set forth in
the recitals to this Agreement.

         "Section 11(a)(ii) Event" shall mean any event described in Section
11(a)(ii)(A), (B) or (C).

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

         "Section 13 Event" shall mean any event described in clause (i), (ii)
or (iii) of Section 13(a) hereof.

         "Section 24(a) Exchange Ratio" has the meaning set forth in Section
24(a) hereof.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Shares Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has become such.

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

         "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.

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

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

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

         "Triggering Event" shall mean any Section 11(a)(ii) Event or any
Section 13 Event.

         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 in no



                                          5.
<PAGE>

event be liable for, the acts or omissions of any such co-Rights Agent.

         Section 3.     ISSUE OF RIGHTS CERTIFICATES. (a)  Until the earlier of
(i) the Close of Business on the Shares Acquisition Date and (ii) the Close of
Business on the tenth Business Day (or such later date as may be determined by
action of the Company's Board of Directors upon approval by a majority of the
Continuing Directors prior to such time as any Person becomes an Acquiring
Person and of which the Company will give the Rights Agent prompt written
notice) after the date that a tender or exchange offer 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 shares of
Common Stock for or pursuant to the terms of any such plan) is first published
or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act
Regulations or any successor rule 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 shares of Common Stock for or pursuant to the terms of any
such plan) to commence, a tender or exchange offer, if upon consummation thereof
such Person would be the Beneficial Owner of 15% or more of the shares of
Company Common Stock then outstanding (the earlier of (i) and (ii) above being
the "Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the certificates for shares of Common
Stock registered in the names of the holders thereof (which certificates shall
also be deemed to be Rights Certificates) and not by separate Rights
Certificates, and (y) the right to receive Rights Certificates will be
transferable only in connection with the transfer of shares of Common Stock.  As
soon as practicable after the Distribution Date, the Company will notify the
Rights Agent thereof and 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 shares of Common Stock as of the Close of Business on
the Distribution Date, at the address of such holder shown on the records of the
Company, a Rights Certificate, in substantially the form of Exhibit B hereto (a
"Rights Certificate"), evidencing one Right for each share of Common Stock so
held.  As of the Distribution Date, the Rights will be evidenced solely by such
Rights Certificates.

         (b)   On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in
substantially the form of Exhibit C hereto (the "Summary of Rights"), by
first-class, postage-prepaid mail, to each record holder of shares of Common
Stock as of the Close of Business on the Record Date, at the address of such
holder shown on the records of the Company.  With respect to certificates for
shares of Common Stock 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 together with a copy of the Summary of Rights attached
thereto.  Until the Distribution Date (or the Expiration Date), the surrender
for transfer of any certificate for shares of Common Stock outstanding on the
Record Date, with or without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with the shares of
Common Stock represented thereby.

         (c)   Certificates for shares of Common Stock which become
outstanding


                                          6.
<PAGE>

(including, without limitation, reacquired shares of Common Stock referred to in
the last sentence of this paragraph (c)) after the Record Date but prior to the
earliest of the Distribution Date and the 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 Oak Technology, Inc. and BankBoston, N.A., dated as
         of August 19, 1997 (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
         Oak Technology, Inc.  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.  Oak Technology, Inc. will mail to the
         holder of this certificate a copy of the Rights Agreement
         without charge after receipt of a written request therefor.
         Under certain circumstances, as set forth in the Rights
         Agreement, Rights issued to any Person who becomes an
         Acquiring Person (as defined in the Rights Agreement),
         whether currently held by or on behalf of such person or by
         any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the
earlier of the Distribution Date and the Expiration Date, the Rights associated
with the shares of Common Stock 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
shares of Common Stock represented thereby.  In the event that the Company
purchases or acquires any shares of Common Stock after the Record Date but prior
to the Distribution Date, any Rights associated with such shares of Common Stock
shall be deemed cancelled and retired so that the Company shall not be entitled
to exercise any Rights associated with the shares of Common Stock which are no
longer outstanding.

         Section 4.     FORM OF RIGHTS CERTIFICATES.  (a)  The Rights
Certificates (and the forms of election to purchase Units of Preferred Stock and
of assignment 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 transaction reporting system on which the Rights may from
time to time be listed, or to conform to usage.  Subject to the provisions of
Section 11 and Section 22 hereof, the Rights Certificates shall entitle the
holders thereof to purchase the number of Units of Preferred Stock as shall be
set forth therein at the price per Unit of Preferred Stock set forth therein,
but the number of such Units of Preferred Stock and the Purchase Price shall be
subject to adjustment as provided herein.


                                          7.
<PAGE>

         (b)   Any Rights Certificate issued pursuant hereto that represents
Rights beneficially owned by: (i) an Acquiring Person or any Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person 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
such Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which a majority of the
Continuing Directors of the Company has determined is part of a plan,
arrangement or understanding which has as a primary purpose or effect avoidance
of Section 7(e) hereof shall contain (to the extent feasible) the following
legend:

         The Rights represented by this Rights Certificate are or
         were beneficially owned by a Person who was or became an
         Acquiring Person or an Affiliate or Associate of an
         Acquiring Person (as such terms are defined in the Rights
         Agreement between Oak Technology, Inc. and BankBoston, N.A.,
         as Rights Agent, dated as of August 19, 1997 (the "Rights
         Agreement").  Accordingly, this Rights Certificate and the
         Rights represented hereby may become null and void in the
         circumstances specified in Section 7(e) of the Rights
         Agreement.

         Section 5.     COUNTERSIGNATURE AND REGISTRATION.  (a)  The Rights
Certificates shall be executed on behalf of the Company by its Chairman of the
Board 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 Rights 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 Rights Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Rights Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the person who signed such Rights Certificates had not ceased to be such officer
of the Company; and any Rights Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of such Rights
Certificate, shall be a proper officer of the Company to sign such Rights
Certificate, although at the date of the execution of this Rights Agreement any
such person was not such an officer.

         (b)   Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its office designated for such purpose, books for
registration and transfer of the Rights Certificates issued hereunder.  Such
books shall show the names and addresses of the respective


                                          8.
<PAGE>

holders of the Rights Certificates, the number of Rights evidenced on its face
by each of the Rights Certificates and the date of each of the Rights
Certificates.

         Section 6.     TRANSFER, SPLIT-UP, COMBINATION AND EXCHANGE OF RIGHTS
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.
(a)  Subject to the provisions of Sections 4(b), 7(e) and 14 hereof, at any time
after the Close of Business on the Distribution Date, and at or prior to the
Close of Business on the Expiration Date, any Rights Certificate or Rights
Certificates may be transferred, split up, combined or exchanged for another
Rights Certificate or Rights Certificates, entitling the registered holder to
purchase a like number of Units of Preferred Stock (or, following a Triggering
Event, other securities, cash or other assets, as the case may be) as the Rights
Certificate or Rights Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up, combine or
exchange any Rights Certificate or Rights Certificates shall make such request
in writing delivered to the Rights Agent, and shall surrender the Rights
Certificate or Rights 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 Rights
Certificate until the registered holder shall have completed and signed the
certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request.  Thereupon the
Rights Agent shall, subject to Sections 4(b), 7(e) and 14 hereof, countersign
and deliver to the person entitled thereto a Rights Certificate or Rights
Certificates, as the case may be, as so requested.  The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Rights Certificates.

         (b)   Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate, and, in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to them, and, 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 Rights Certificate if mutilated, the Company will make and deliver a new
Rights Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Rights Certificate so lost, stolen, destroyed
or mutilated.

         Section 7.     EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.  (a)  Except as provided in Sections 23(c) and 7(e), the registered
holder of any Rights 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 Rights Certificate, with the form of
election to purchase and certification 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 Unit of
Preferred Stock as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on the tenth anniversary hereof (the
"Final Expiration


                                          9.
<PAGE>

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 (the earlier of (i), (ii) and
(iii) being the "Expiration Date").

         (b)   The Purchase Price for each Unit of Preferred Stock pursuant to
the exercise of a Right shall initially be $60.00, 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 Rights Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the number of Units of Preferred Stock (or
other securities or property, as the case may be) to be purchased and an amount
equal to any applicable transfer tax required to be paid by the holder of such
Rights Certificate in accordance with Section 9 hereof in cash, or by certified
check or cashier's check payable to the order of the Company, the Rights Agent
shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition
from any transfer agent of the Preferred Stock (or make available, if the Rights
Agent is the transfer agent for the Preferred Stock) a certificate or
certificates for the number of Units of Preferred Stock to be purchased and the
Company hereby irrevocably authorizes its transfer agent to comply with all such
requests or (B) if the Company shall have elected to deposit the total number of
Units of Preferred Stock issuable upon exercise of the Rights hereunder with a
depositary agent, requisition from the depositary agent of depositary receipts
representing such number of Units of Preferred Stock as are to be purchased (in
which case certificates for the Units of Preferred Stock 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
Rights Certificate, registered in such name or names as may be designated by
such holder and (iv) when appropriate, after receipt thereof, deliver such cash
to or upon the order of the registered holder of such Rights Certificate.  The
payment of the Purchase Price (as such amount may be reduced (including to zero)
pursuant to Section 11(a)(iii) hereof) may be made in cash or by certified bank
check or bank draft payable to the order of the Company.  In the event that the
Company is obligated to issue other securities of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
appropriate.

         (d)   In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Rights Certificate or to
his duly authorized assigns, subject to the provisions of Section 14 hereof.

         (e)   Notwithstanding anything in this Agreement to the contrary,
from and after


                                         10.
<PAGE>

the first occurrence of a Triggering Event, any Rights beneficially owned by (i)
an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person becomes such, (iii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person 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 a majority of the Continuing 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 7(e) or (iv) any
subsequent transferee 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
7(e) and Section 4(b) hereof are complied with, but shall have no liability to
any holder of Rights Certificates or to any other Person as a result of its
failure to make any determinations with respect to an Acquiring Person or any of
such Acquiring Person's Affiliates, Associates or transferees hereunder.

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

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

         Section 9.     RESERVATION AND AVAILABILITY OF PREFERRED STOCK. (a)
The Company covenants and agrees that it will use its best efforts to cause to
be reserved and kept available out of and to the extent of its authorized and
unissued Units of Preferred Stock not reserved for another


                                         11.
<PAGE>

purpose that will be sufficient to permit the exercise in full of all
outstanding Rights.  Upon the occurrence of any events resulting in an increase
in the aggregate number of shares of Preferred Stock (or other equity securities
of the Company) issuable upon exercise of all outstanding Rights above the
number then reserved, the Company shall make appropriate increases in the number
of shares so reserved.

         (b)   If the Units of Preferred Stock to be issued and delivered upon
the exercise of the Rights are at any time listed on a national securities
exchange or included for quotation on any transaction reporting system, the
Company shall during the period from the Distribution Date to the Expiration
Date use its best efforts to cause all shares reserved for such issuance to be
listed on such exchange or included for quotation on any such transaction
reporting system upon official notice of issuance upon such exercise.

         (c)   The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section
11(a)(ii) Event in which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof, or as soon as is required by law following the Distribution Date, as the
case may be, a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities purchasable upon
exercise of the Rights on an appropriate form, (ii) cause such registration
statement to become effective as soon as practicable after such filing and
(iii) cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Securities Act) until the earlier
of (A) the date as of which the Rights are no longer exercisable for such
securities and (B) the Expiration Date.  The Company will also take such action
as may be appropriate under, or to ensure compliance with, the securities or
"blue sky" laws of the various states in connection with the exercisability of
the Rights.  Notwithstanding any provision of this Agreement to the contrary,
the Rights shall not be exercisable in any jurisdiction, unless the requisite
qualification in such jurisdiction shall have been obtained, or an exemption
therefrom shall be available and until a registration statement has been
declared effective.

         (d)   The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Units of Preferred Stock (and,
following the occurrence of a Triggering Event, any other securities that may be
delivered upon exercise of rights) shall, at the time of delivery of the
certificates for such Units of Preferred Stock (subject to payment of the
Purchase Price), be duly and validly authorized and issued and fully paid and
non-assessable.

         (e)   The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Rights Certificates
or of any Units of Preferred Stock 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 Rights Certificates to a person other
than, or the issuance or delivery of certificates or depositary receipts for
Units of Preferred Stock in a name other than that of, the registered holder of
the Rights Certificate evidencing Rights


                                         12.
<PAGE>

surrendered for exercise or to issue or to deliver any certificates or
depositary receipts for Units of Preferred Stock upon the exercise of any Rights
until any such tax shall have been paid (any such tax being payable by the
holder of such Rights Certificate at the time of surrender) or until it has been
established to the Company's reasonable satisfaction that no such tax is due.

         Section 10.    PREFERRED STOCK RECORD DATE.  Each person in whose name
any certificate for Units of Preferred Stock (or, following the occurrence of a
Triggering Event, other securities) is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the Units of
Preferred Stock (or, following the occurrence of a Triggering Event, other
securities) represented thereby on, and such certificate shall be dated, the
date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer
taxes) was made; PROVIDED, HOWEVER, that if the date of such surrender and
payment is a date upon which the Preferred Stock (or, following the occurrence
of a Triggering Event, other securities) transfer books of the Company are
closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which the Preferred Stock transfer books of the Company are open and FURTHER
PROVIDED, HOWEVER, that if delivery of Units of Preferred Stock is delayed
pursuant to Section 9(c), such Persons shall be deemed to have become the record
holders of such Units of Preferred Stock only when such Units first become
deliverable.  Prior to the exercise of the Rights evidenced thereby, the holder
of a Rights Certificate shall not be entitled to any rights of a stockholder of
the Company with respect to securities 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.  Prior to the exercise of the Rights evidenced thereby, the
holder of a Rights Certificate shall not be entitled to any rights of a holder
of a Unit of Preferred Stock 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 and kinds of securities
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 Stock payable in
    shares of Preferred Stock, (B) subdivide the outstanding shares of
    Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller
    number of shares Preferred Stock or (D) issue any shares of its capital
    stock in a reclassification of the Preferred Stock (including any such
    reclassification in connection with a consolidation or merger in which the
    Company is the continuing or surviving corporation), except as otherwise
    provided in this Section 11(a), the Purchase Price in effect at the time of
    the record date for such dividend or of the effective date of such
    subdivision, combination or reclassification, and the number and kind of
    shares of

                                         13.
<PAGE>

    capital stock issuable on such date, shall be proportionately adjusted so
    that the holder of any Rights exercised after such time shall be entitled
    to receive the aggregate number and kind of shares of capital stock which,
    if such Rights had been exercised immediately prior to such date and at a
    time when the Preferred Stock 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 this
    Section 11(a)(i) and Section 11(a)(ii), 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).

            (ii) Subject to Section 24 of this Agreement, in the event that
    (A) any Acquiring person or any Associate or Affiliate of any Acquiring
    Person, at any time after the date of this Agreement, directly or
    indirectly, shall (1) merge into the Company or otherwise combine with the
    Company and the Company shall be the continuing or surviving corporation of
    such merger or combination and shares of Company Common Stock shall remain
    outstanding and unchanged, (2) in one transaction or a series of
    transactions, transfer any assets to the Company or any of its Subsidiaries
    in exchange (in whole or in part) for shares of Company Common Stock, for
    other equity securities of the Company or any such Subsidiary, or for
    securities exercisable for or convertible into shares of equity securities
    of the Company or any of its Subsidiaries (whether shares of Company Common
    Stock or otherwise) or otherwise obtain from the Company or any of its
    Subsidiaries, with or without consideration, any additional shares of such
    equity securities or securities exercisable for or convertible into such
    equity securities other than pursuant to a pro rata distribution to all
    holders of shares of Company Common Stock), (3) sell, purchase, lease,
    exchange, mortgage, pledge, transfer or otherwise acquire or dispose of, in
    one transaction or a series of transactions, to, from or with the Company
    or any of its Subsidiaries or any employee benefit plan maintained by the
    Company or any of its Subsidiaries or any trustee or fiduciary with respect
    to such plan acting in such capacity, assets (including securities) on
    terms and conditions less favorable to the Company or such Subsidiary or
    plan than those that could have been obtained in arm's-length negotiations
    with an unaffiliated third party, other than pursuant to a transaction set
    forth in Section 13(a) hereof, (4) sell, purchase, lease, exchange,
    mortgage, pledge, transfer or otherwise acquire or dispose of, in one
    transaction or a series of transactions, to, from or with the Company or
    any of its Subsidiaries or any employee benefit plan maintained by the
    Company or any of its Subsidiaries or any trustee or fiduciary with respect
    to such plan acting in such capacity (other than transactions, if any,
    consistent with those engaged in, as of the date hereof, by the Company and
    such Acquiring Person or such Associate or Affiliate), assets (including
    securities or intangible assets) having an aggregate fair market value of
    more than $5,000,000, other than pursuant to a transaction set forth in
    Section 13(a) hereof, (5)  receive, or any designee, agent or
    representative of such Acquiring Person or any Affiliate


                                         14.
<PAGE>

    or Associate of such Acquiring Person shall receive, any compensation from
    the Company or any of its Subsidiaries other than compensation for
    full-time employment as a regular employee at rates in accordance with the
    Company's (or its Subsidiaries') past practices, or (6) receive the
    benefit, directly or indirectly (except proportionately as a holder of
    shares of Company Common Stock or as required by law or governmental
    regulation), of any loans, advances, guarantees, pledges or other financial
    assistance or any tax credits or other tax advantages provided by the
    Company or any of its Subsidiaries or any employee benefit plan maintained
    by the Company or any of its Subsidiaries or any trustee or fiduciary with
    respect to such plan acting in such capacity; or (B) any Person shall
    become an Acquiring Person, unless the event causing the Person to become
    an Acquiring Person is a transaction set forth in Section 13(a); or
    (C) during such time as there is an Acquiring Person, there shall be any
    reclassification of securities (including any reverse stock split), or
    recapitalization of the Company, or any merger or consolidation of the
    Company with any of its Subsidiaries or any other transaction or series of
    transactions involving the Company or any of its Subsidiaries, other than a
    transaction or transactions to which the provisions of Section 13(a) apply
    (whether or not with or into or otherwise involving an Acquiring Person),
    which has the effect, directly or indirectly, of increasing by more than 1%
    the proportionate share of the outstanding shares of any class of equity
    securities of the Company or any of its Subsidiaries that is directly or
    indirectly beneficially owned by any Acquiring Person or any Person or any
    Associate or Affiliate of any Acquiring Person;

then promptly following the occurrence of an event described in Section
11(a)(ii)(A), (B) or (C) (a "Section 11(a)(ii) Event"), proper provision shall
be made so that each holder of a Right, except as provided in Section 7(e)
hereof, shall thereafter have the right to receive for each Right, upon exercise
thereof in accordance with the terms of this Agreement and payment of the
then-current Total Exercise Price, in lieu of the number of Units of Preferred
Stock for which a Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event, such number of Units of Preferred Stock
as shall equal the result obtained by multiplying the then-current Purchase
Price by the then number of Units of Preferred Stock for which a Right was
exercisable (or would have been exercisable if the Distribution Date had
occurred) immediately prior to the first occurrence of a Triggering Event, and
dividing that product by 50% of the current per share market price (determined
pursuant to Section 11(d) hereof) for shares of Common Stock on the date of
occurrence of the Triggering Event (such number of Units of Preferred Stock
being hereinafter referred to as the "Adjustment Shares").

           (iii) In the event that the number of Units of Preferred Stock
    which are authorized by the Company's Amended and Restated Certificate of
    Incorporation but not outstanding or reserved for issuance for purposes
    other than upon exercise of the Rights are not sufficient to permit the
    exercise in full of the Rights, or if any necessary regulatory approval for
    such issuance has not been obtained by the Company, the Company shall, in
    lieu of issuing Units of Preferred Stock in accordance with Section
    11(a)(ii) hereof, upon approval by a majority of the Continuing Directors:
    (A) determine the excess of (1) the value of the Units of Preferred Stock
    issuable upon the exercise of a Right (the "Current Value") over


                                         15.
<PAGE>

    (2) the Purchase Price (such excess being referred to as the "Spread") and
    (B) with respect to each Right, make adequate provision to substitute for
    such Units of Preferred Stock, upon exercise of the Rights, (1) cash, (2) a
    reduction in the Purchase Price, (3) other equity securities of the Company
    (including, without limitation, Common Stock or shares or units of shares
    of any series of preferred stock which the Board of Directors of the
    Company, upon approval by a majority of the Continuing Directors, has
    deemed to have the same value as the Units of Preferred Stock (such shares
    or Units of preferred stock are herein called "preferred stock
    equivalents"), except to the extent that the Company has not obtained any
    necessary regulatory approval for such issuance, (4) debt securities of the
    Company, except to the extent that the Company has not obtained any
    necessary regulatory approval for such issuance, (5) other assets or
    (6) any combination of the foregoing, having an aggregate value equal to
    the Current Value, where such aggregate value has been determined by the
    Board of Directors of the Company, upon approval by a majority of the
    Continuing Directors, based upon the advice of a nationally recognized
    investment banking firm selected by the Board of Directors of the Company,
    upon approval by a majority of the Continuing Directors; PROVIDED, HOWEVER,
    if the Company shall not have made adequate provision to deliver value
    pursuant to clause (B) above within thirty (30) days following the later of
    (x) occurrence of a Section 11(a)(ii) Event, and (y) the date on which the
    Company's right of redemption pursuant to Section 23(a) expires (the later
    of (x) and (y) being referred to herein as the "Section 11(a)(iii) Trigger
    Date"), then the Company shall be obligated to deliver, upon the surrender
    for exercise of a Right and without requiring payment of the Purchase
    Price, Units of Preferred Stock (to the extent available), and then, if
    necessary, cash, which Units and/or cash have an aggregate value equal to
    the Spread.

         (b)   In the event that the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Units of Preferred
Stock entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Units of Preferred Stock (or shares
having the same rights, privileges and preferences as the Preferred Stock
("equivalent preferred shares")) or securities convertible into Units of
Preferred Stock or equivalent preferred shares at a price per Unit of Preferred
Stock or equivalent preferred share (or having a conversion price per share, if
a security convertible into Units of Preferred Stock or equivalent preferred
shares) less than the then current per share market price of the Preferred Stock
(as determined pursuant to Section 11(d)) on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Units of Preferred Stock
outstanding on such record date plus the number of Units of Preferred Stock
which the aggregate offering price of the total number of Units of Preferred
Stock 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 Units of Preferred Stock outstanding on such record date plus the
number of additional Units of Preferred Stock 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).  In case such
subscription price may be paid in a consideration part or all of which shall be
in a form


                                         16.
<PAGE>

other than cash, the value of such consideration shall be as determined in good
faith by a majority of the Continuing Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the Rights.  Units of
Preferred Stock owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation.  Such adjustment
shall be made successively whenever such a record date is fixed; and 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 a distribution
to all holders of Units of Preferred Stock (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, cash (other
than a regular quarterly cash dividend) assets (other than a dividend payable in
Units of Preferred Stock but including any dividend payable in equity securities
other than Preferred Stock) or subscription rights or warrants (excluding those
referred to in Section 11(d) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the then current per share market price (as determined pursuant to
Section 11(d)) of the Preferred Stock on such record date, less the fair market
value (as determined in good faith by a majority of the Continuing Directors of
the Company, whose determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and the holder of
rights) of the cash, assets or evidences of indebtedness to be distributed or of
such subscription rights or warrants distributable in respect of a share of
Preferred Stock and the denominator of which shall be such current per share
market price (as determined pursuant to Section 11(d)) of a share of Preferred
Stock.  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 thirty (30)
    consecutive Trading Days (as such term is hereinafter defined) immediately
    prior to such date; PROVIDED, HOWEVER, that in the event that the "current
    per share market price" of the Security is determined during a period
    following the announcement by the issuer of such Security of (A) a dividend
    or distribution on such Security payable in shares of such Security or
    securities convertible into such shares, or (B) any subdivision,
    combination or reclassification of such Security and prior to the
    expiration of thirty (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


                                         17.
<PAGE>

    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 Nasdaq National Market
    System ("NASDAQ") or, if the Security is not listed or admitted to trading
    on the NASDAQ, as reported in the principal consolidated transaction
    reporting system with respect to securities listed on the principal
    national securities exchange on which the Security is listed or admitted to
    trading or, if the Security is not listed or admitted to trading on any
    national securities exchange, the last quoted price or, if not so quoted,
    the average of the high bid and low asked prices in the over-the-counter
    market, as reported by the 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 a majority of the
    Continuing Directors.  If on any such date no market maker is making a
    market in the Security, the "current per share market price" of such
    Security on such date as determined in good faith by the Board of Directors
    of the Company as provided for above shall be used.  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 Stock shall be determined in
    accordance with the method set forth in Section 11(d)(i).  If the "current
    per share market price" of the Preferred Stock cannot be determined in the
    manner provided above or if the Preferred Stock is not publicly held or
    listed or traded in a manner described in clause (i) of this Section 11(d),
    the "current per share market price" of the Preferred Stock shall be
    conclusively deemed to be an amount equal to $1,000 (as such amount may be
    appropriately adjusted for such events as stock splits, stock dividends and
    recapitalizations with respect to shares of Company Common Stock occurring
    after the date of this Agreement) multiplied by the current market price
    per share of Company Common Stock.  If shares of neither the Company Common
    Stock nor Preferred Stock is publicly held or so listed or traded, "current
    per share market price" of the Preferred Stock shall mean the fair value
    per share as determined in good faith by the Board of Directors of the
    Company, upon approval by a majority of the Continuing Directors, whose
    determination shall be described in a statement filed with the Rights Agent
    and shall be binding on the Rights Agent and the holders of the Rights.

         (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-thousandth of a
share of Preferred Stock or one one-hundredth 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


                                         18.
<PAGE>

requires such adjustment or (ii) the Expiration Date.

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

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

         (h)   Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Units of Purchase Price, that
number of Units of Preferred Stock (calculated to the nearest one-millionth of a
share of Preferred Stock) obtained by dividing (i) the product obtained by
multiplying (x) the number of Units of Preferred Stock 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 by, (ii) 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 Units of Preferred Stock 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 Units of Preferred
Stock 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 one-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 Rights Certificates have
been issued, shall be at least ten days later than the date of the public
announcement.  If Rights Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Rights
Certificates on such record date Rights Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be


                                         19.
<PAGE>

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 Rights Certificates held by such holders prior to the date
of adjustment, and upon surrender thereof, if required by the Company, new
Rights Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment.  Rights Certificates to be so distributed shall
be issued, executed and countersigned in the manner provided for herein and
shall be registered in the names of the holders of record of Rights Certificates
on the record date specified in the public announcement.

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

         (k)   Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value of the number of Units of
Preferred Stock 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
number of Units of Preferred Stock 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 Rights exercised after such record date
of that number of Units of Preferred Stock and other capital stock or securities
of the Company, if any, issuable upon such exercise over and above the Units of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect 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 (fractional or otherwise) upon the occurrence
of the event requiring such adjustment.

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

         (n)   The Company shall not, at any time after the Distribution Date,
(i) consolidate with any other Person (other than a Subsidiary of the Company in
a transaction


                                         20.
<PAGE>

which complies with Section 11(o)), (ii) merge with or into any other Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o)), or (iii) sell or transfer (or permit any Subsidiary to sell or
transfer), in one transaction, or a series of transactions, assets or earning
power aggregating more than 50% of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any other Person or Persons (other
than the Company and/or any of its Subsidiaries in one or more transactions each
of which complies with Section 11(o)), if (x) at the time of or immediately
after such consolidation, merger or sale there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially 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 Person which constitutes, or would
constitute the "Principal Party" for purposes of Section 13(a) shall have
distributed or otherwise transferred to its stockholders or other persons
holding an equity interest in such Person Rights previously owned by such Person
or any of its Affiliates and Associates; PROVIDED, HOWEVER, this Section 11(n)
shall not affect the ability of any Subsidiary of the Company to consolidate
with, merge with or into, or sell or transfer assets or earning power to, any
other Subsidiary of the Company.

         (o)   After the Distribution Date, the Company shall not, except as
permitted by Section 23 or Section 26, take (or permit any Subsidiary to take)
any action if at the time such action is taken it is reasonably foreseeable that
such action will diminish substantially or otherwise eliminate the benefits
intended to be afforded by the Rights.

         (p)   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 outstanding shares of Common Stock payable in shares of Common Stock
or (ii) effect a subdivision, combination or consolidation of the Common Stock
(by reclassification or otherwise than by payment of dividends in shares of
Common Stock) into a greater or lesser number of shares of Common Stock, then in
any such case the number of Units of Preferred Stock purchasable after such
event upon proper exercise of each Right shall be determined by multiplying the
number of Units of Preferred Stock so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately before such event and the denominator of which is
the number of shares of Common Stock outstanding immediately after such event.
The adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.

         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 shares of
Common Stock or Units of Preferred Stock a copy of such certificate and (c) mail
a brief summary thereof to each holder of a Rights Certificate in accordance
with Section 25 hereof.  Notwithstanding the foregoing sentence, the failure by
the Company to make such certification or give such notice shall not affect the
validity of or the force or effect of the requirement for such


                                         21.
<PAGE>

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

         Section 13.    CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER. (a)  Except as provided in Section 13(b) hereof, in the event
that, following a Shares Acquisition Date, directly or indirectly, (x) the
Company shall consolidate with, or merge with and into, any other Person (other
than a Subsidiary of the Company in a transaction which complies with
Section 11(o)), and the Company shall not be the continuing or surviving
corporation of such consolidation or merger, (y) any Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o))
shall consolidate with the Company, or merge with and into the Company and the
Company shall be the continuing or surviving corporation of such consolidation
or merger and, in connection with such consolidation or merger, all or part of
the shares of Common Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or (z) the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer) to any Person or Persons (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o)), in one or more
transactions, directly or indirectly, assets or earning power aggregating 50% or
more of the assets or earning power of the Company and its Subsidiaries (taken
as a whole), any such event being a "Section 13 Event," then, and in each such
case, proper provision shall be made so that:  (i) each holder of a Right,
except as provided in Section 7(e), shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, such number of
validly authorized and issued, fully paid and non-assessable shares of Common
Stock of the Principal Party, which shares shall not be subject to any liens,
encumbrances, rights of first refusal, transfer restrictions or other adverse
claims, as shall be equal to the result obtained by (1) multiplying the then
current Purchase Price by the number of Units of Preferred Stock for which a
Right is exercisable immediately prior to the first occurrence of a Section 13
Event (or, if a Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of such Units for which
a Right would be exercisable hereunder but for the occurrence of such
Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder
but for such first occurrence) and (2) dividing that product (which, following
the direct occurrence of a Section 13 Event, shall be the "Purchase Price" for
all purposes of this Agreement) by 50% of the current per share market price
(determined pursuant to Section 11(d)) of the shares of Common Stock of such
Principal Party on the date of consummation of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such Section 13 Event, all the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall, for all purposes of this
Agreement, thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 shall apply only to such
Principal Party following the first occurrence of a Section 13 Event; (iv) such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common Stock) in connection
with the consummation of any such transaction as may be necessary to ensure that
the provisions of this Agreement shall thereafter be applicable to its shares of
Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the
provisions of Section 11(a)(ii) shall be of no further effect


                                         22.
<PAGE>

following the first occurrence of any Section 13 Event.

         (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), (A) the Person that is the issuer
    of any securities into which shares of Company Common Stock are converted
    in such merger or consolidation, or, if there is more than one such issuer,
    the issuer of shares of Common Stock that has the highest aggregate current
    market price (determined pursuant to Section 11(d)) and (B) if no
    securities are so issued, the Person that is the other party to such merger
    or consolidation, or, if there is more than one such Person, the Person the
    Common Stock of which has the highest aggregate current market price
    (determined pursuant to Section 11(d)); and

            (ii) in the case of any transaction described in clause (z) of the
    first sentence of Section 13(a), the Person that is the party receiving the
    largest portion of the assets or earning power transferred pursuant to such
    transaction or transactions, or, if each Person that is a party to such
    transaction or transactions receives the same portion of the assets or
    earning power transferred pursuant to such transaction or transactions or
    if the Person receiving the largest portion of the assets or earning power
    cannot be determined, whichever Person the Common Stock of which has the
    highest aggregate current market price (determined pursuant to
    Section 11(d)); PROVIDED, HOWEVER, that in any such case, (1) if the Common
    Stock of such Person is not at such time and have not been continuously
    over the preceding twelve-month period registered under Section 12 of the
    Exchange Act ("Registered Common Stock"), or such Person is not a
    corporation, and such Person is a direct or indirect Subsidiary of another
    Person that has Registered Common Stock outstanding, "Principal Party"
    shall refer to such other Person; (2) if the Common Stock of such Person is
    not Registered Common Stock or such Person is not a corporation, and such
    Person is a direct or indirect Subsidiary of another Person but is not a
    direct or indirect Subsidiary of another Person which has Registered Common
    Stock outstanding, "Principal Party" shall refer to the ultimate parent
    entity of such first-mentioned Person; (3) if the Common Stock of such
    Person is not Registered Common Stock or such Person is not a corporation,
    and such Person is directly or indirectly controlled by more than one
    Person, and one or more of such other Persons has Registered Common Stock
    outstanding, "Principal Party" shall refer to whichever of such other
    Persons is the issuer of the Registered Common Stock having the highest
    aggregate current per share market price (determined pursuant to Section
    11(d)); and (4) if the Common Stock of such Person is not Registered Common
    Stock or such Person is not a corporation, and such Person is directly or
    indirectly controlled by more than one Person, and none of such other
    Persons has Registered Common Stock outstanding, "Principal Party" shall
    refer to whichever ultimate parent entity is the corporation having the
    greatest stockholders' equity or, if no such ultimate parent entity is a
    corporation, shall refer to whichever ultimate parent entity is the entity
    having the greatest net assets.


                                         23.
<PAGE>

         (c)   The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of Common Stock which 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 such Principal
Party shall have 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 further providing that the Principal Party will:

             (i)(A)  file on an appropriate form, as soon as practicable
    following the execution of such agreement, a registration statement under
    the Securities Act with respect to the shares of Common Stock that may be
    acquired upon exercise of the Rights, (B) cause such registration statement
    to remain effective (and to include a prospectus complying with the
    requirements of the Securities Act) until the Expiration Date, and (C) as
    soon as practicable following the execution of such agreement take such
    action as may be required to ensure that any acquisition of such shares of
    Common Stock upon the exercise of the Rights complies with any applicable
    state securities or "blue sky" laws; and

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

         (d)   In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has a provision in any of its
authorized securities or in its Certificate of Incorporation or Bylaws or other
instrument governing its corporate affairs, which provision would have the
effect of (i) causing such Principal Party to issue, in connection with, or as a
consequence of, the consummation of a transaction referred to in this
Section 13, shares of Common Stock of such Principal Party at less than the then
current market price per share (determined pursuant to Section 11(d)) or
securities exercisable for, or convertible into, shares of Common Stock of such
Principal Party at less than such then current marker price (other than to
holders of Rights pursuant to this Section 13) or (ii) providing for any special
payment, tax or similar provisions in connection with the issuance of the shares
of Common Stock of such Principal Party pursuant to the provisions of this
Section 13, then, in such event, the Company shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such Principal Party shall have been
cancelled, waived or amended, or that the authorized securities shall be
redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.

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


                                         24.
<PAGE>

         Section 14.    FRACTIONAL RIGHTS AND FRACTIONAL SHARES.  (a)  The
Company shall not be required to issue fractions of Rights or to distribute
Rights Certificates which evidence fractional Rights.  In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Rights.  For the purposes of this Section 14(a), the current
market value of a whole Rights 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 NASDAQ or, if the Rights are
not listed or admitted to trading on the NASDAQ, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading or, if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the Directors.  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, upon
approval by a majority of the Continuing Directors, shall be used.

         (b)   The Company shall not be required to issue fractions of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Stock (other than
fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock).  Fractions of Preferred Stock in integral multiples of one
one-thousandth of a share of Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it; PROVIDED,
HOWEVER, that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Preferred Stock represented by such
depositary receipts.  In lieu of fractional shares of Preferred Stock that are
not integral multiples of one one-thousandth of a share of Preferred Stock, the
Company shall pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one a share of Preferred Stock as
determined pursuant to Section 11(d).

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

         Section 15.    RIGHTS OF ACTION.  All rights of action in respect of
this Agreement,


                                         25.
<PAGE>

excepting the rights of action given to the Rights Agent under Section 18
hereof, are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of
certificates representing shares of Common Stock); and any registered holder of
any Rights Certificate (or, prior to the Distribution Date, a certificate
representing shares of Common Stock), without the consent of the Rights Agent or
of the holder of any other Rights Certificate (or, prior to the Distribution
Date, of a certificate representing shares of Common Stock), may, in such
holder's own behalf and for such holder's own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such holder's right to exercise the
Rights evidenced by such Rights Certificate in the manner provided in such
Rights Certificate and in this Agreement.  Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations hereunder, and injunctive relief against actual or threatened
violations of the obligations of any Person subject to this Agreement.

         Section 16.    AGREEMENT OF RIGHTS 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 shares of the Company's Common Stock;

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

         (c)   subject to Sections 6(a) and 7(f) hereof, the Company and the
Rights Agent may deem and treat the person in whose name the Rights Certificate
(or, prior to the Distribution Date, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Rights
Certificates or the associated Common Stock certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall be affected by any notice to the
contrary; and

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


                                         26.
<PAGE>

         Section 17.    RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.  No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Units of Preferred
Stock 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 Rights Certificate be construed to confer upon the holder of
any Rights Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions 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, or willful misconduct on the part of the Rights Agent, for any
action taken, suffered or omitted by the Rights Agent in connection with the
execution, acceptance and administration of this Agreement and the exercise and
performance hereunder of its duties, including the costs and expenses of
defending against and appealing any claim of liability in the premises.  The
indemnity provided herein shall survive the termination of this Agreement and
the expiration of the Rights.  The costs and expenses incurred in enforcing this
right of indemnification shall be paid by the Company.

         The Rights Agent may conclusively rely upon and 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 and the
exercise and performance of its duties hereunder in reliance upon any Rights
Certificate or certificate for Units of Preferred Stock or shares of Common
Stock 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.

         Section 19.    MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT.  (a)  Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
stock transfer or corporate trust business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided


                                         27.
<PAGE>

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 Rights 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 Rights Certificates so countersigned; and in case
at that time any of the Rights Certificates shall not have been countersigned,
any successor Rights Agent may countersign such Rights Certificates either in
the name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Rights Certificates shall have the full force
provided in the Rights Certificates and in this Agreement.

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

         Section 20.    DUTIES OF RIGHTS AGENT.  The Rights Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms
and conditions and no implied duties or obligations shall be read into this
Agreement against the Rights Agent, by all of which the Company and the holders
of Rights Certificates, by their acceptance thereof, shall be bound:

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

         (b)   Whenever in the administration, exercise and 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, suffering or omitting 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
the Chairman of the Board, any Vice President 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, suffered or omitted in
good faith by it under the provisions of this Agreement in reliance upon such
certificate.

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

         (d)   The Rights Agent shall not be liable for or by reason of any of
the



                                         28.
<PAGE>

statements of fact or recitals contained in this Agreement or in the Rights
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 liability or
responsibility in respect of the legality, validity or enforceability of this
Agreement or the execution and delivery hereof (except the due execution hereof
by the Rights Agent) or in respect of the legality, validity or enforceability
or the execution of any Rights Certificate (except its countersignature thereof
and has actual knowledge of such change or adjustment); nor shall it be liable
or responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor shall it be
responsible for any 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 Section 3, 11, 13, 23 or 24, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Rights Certificates after receipt
of the certificate described in Section 12 hereof or has actual knowledge of
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
Units of Preferred Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any Preferred Stock 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 administration, exercise and performance of its
duties hereunder from the Chairman of the Board, any Vice President or the
Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be responsible or
liable for any action taken, suffered or omitted by it in good faith in
accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions.  Any application by the Rights Agent for
written instructions from the Company may, at the option of the Rights Agent,
set forth in writing any action proposed to be taken or omitted by the Rights
Agent under this Rights Agreement and the date on and/or after which such action
shall be taken or such omission shall be effective.  The Rights Agent shall not
be liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after the date
specified in such application (which date shall not be less than five (5)
Business Days after the date any officer of the Company actually received such
application, unless any such officer shall have consented in writing to an
earlier date) unless, prior to taking any such action (or the effective date in
the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken
or omitted.


                                         29.
<PAGE>

         (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 the Rights Agent in good faith believes that repayment of such funds or
adequate indemnification against such risk or liability is not reasonably
assured to it.

         (k)   If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise, transfer, split up, combination or exchange, the
certification on the form of assignment or form of election to purchase, as the
case may be, that the Rights evidenced by the Rights Certificate are not owned
by an Acquiring Person, or an Affiliate or Associate thereof, has either not
been completed or in any manner indicates any other response thereto, the Rights
Agent shall not take any further action with respect to such requested exercise,
transfer, split up, combination or exchange, 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 thirty (30) days' notice in writing mailed to the Company and to
each transfer agent of the Common Stock or Preferred Stock (as to which the
Rights Agent has received prior written notice) by registered or certified mail,
and the Company shall mail notice thereof to the holders of the Rights
Certificates by first-class mail.  The Company may remove the Rights Agent or
any successor Rights Agent upon thirty (30) days' notice in writing, mailed to
the Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock or Preferred Stock (as to which the Rights
Agent has received prior written notice) by registered or certified mail, and to
the holders of the Rights Certificates by first-class mail.  If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent.  If the Company shall
fail to make such appointment within a period of thirty (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 Rights Certificate (who shall, with such notice, submit such
holder's Rights Certificate for inspection by the Company), then the registered
holder of any Rights Certificate may apply to any court of competent
jurisdiction for the


                                         30.
<PAGE>

appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of any state of the
United States, in good standing, authorized under such laws to exercise
corporate trust or stock transfer powers, and subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million.  After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than the effective
date of any such appointment the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Rights Certificates.  Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.

         Section 22.    ISSUANCE OF NEW RIGHTS CERTIFICATES.  Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such form as may be approved by its Board of Directors upon approval by a
majority of the Continuing Directors, to reflect any adjustment or change in the
Purchase Price and the number or kind or class of shares or other securities or
property purchasable under the Rights Certificates made in accordance with the
provisions of this Agreement.  In addition, in connection with the issuance or
sale of shares of Common Stock following the Distribution Date and prior to the
Expiration Date, the Company (a) shall, with respect to shares of Common Stock
so issued or sold pursuant to the exercise of stock options or under any
employee benefit plan or arrangement or upon the exercise, conversion or
exchange of securities of the Company currently outstanding or issued at any
time in the future by the Company and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company, upon approval
by a majority of the Continuing Directors, issue Rights Certificates
representing the appropriate number of Rights in connection with such issuance
or sale; PROVIDED, HOWEVER, that (i) no such Rights Certificate shall be issued
and this sentence shall be null and void AB INITIO if, and to the extent that,
such issuance or this sentence would create a significant risk of or result in
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued or would create a significant risk of or
result in such options' or employee plans' or arrangements' failing to qualify
for otherwise available special tax treatment and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.

         Section 23.    REDEMPTION AND TERMINATION. (a) The Company may, at its
option, upon approval by a majority of the Continuing Directors, at any time
prior to the earlier of (i) the Shares Acquisition Date, or (ii) the Final
Expiration Date redeem all but not less than all the then outstanding Rights at
a redemption price of $.01 per Right, appropriately adjusted to reflect any


                                         31.
<PAGE>

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 either in
cash, shares of Common Stock (based on the current per share market price
thereof (as determined pursuant to Section 11(d) hereof) at the time of
redemption), or any other form of consideration deemed appropriate by the Board
of Directors; PROVIDED that, notwithstanding anything to the contrary contained
in this Section 23(a), the Company may not take any action pursuant to this
Section 23(a) unless (x) at the time of the action of the Board of Directors of
the Company approving such redemption and the form of payment of the Redemption
Price, there are then in office not less than two Continuing Directors and
(y) such action is approved by a majority of the Continuing Directors then in
office.  The redemption of the Rights by the Board of Directors may be made
effective at such time on such basis and with such conditions as a majority of
the Continuing Directors in its sole discretion may establish.

         (b)   Immediately upon the action of a majority of the Continuing
Directors of the Company ordering the redemption of the Rights pursuant to
paragraph (a) of this Section 23, and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price.
The Company shall promptly 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 a
majority of the Continuing Directors ordering the redemption of the Rights, the
Company shall give notice of such redemption to the Rights Agent and 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 Stock.  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 shares of
Common Stock prior to the Distribution Date.

         (c)   Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any
time when the Rights are redeemable hereunder.

         Section 24.    EXCHANGE. (a)  The Company, at its option, upon
approval by a majority of the Continuing Directors, at any time after any Person
becomes an Acquiring Person, may exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 7(f) hereof) for Units of Preferred Stock
at an exchange ratio equal to, subject to adjustment to reflect stock splits,
stock dividends and similar transactions occurring after the date hereof, that
number obtained by dividing the Purchase Price by the then current per share
market price per Unit of Preferred Stock on the earlier of (i) the date on which
any Person becomes an Acquiring Person and (ii) the date on which


                                         32.
<PAGE>

a tender or exchange offer by any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan maintained by the Company or any of
its Subsidiaries or any trustee or fiduciary with respect to such plan acting in
such capacity) is first published or sent or given within the meaning of Rule
14d-4(a) of the Exchange Act Regulations or any successor rule, if upon
consummation thereof such Person would be the Beneficial Owner of 15% or more of
the shares of Company Common Stock then outstanding (such exchange ratio being
hereinafter referred to as the "Section 24(a) Exchange Ratio").  Notwithstanding
the foregoing, the Company may not effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan maintained by the Company or any of its Subsidiaries, or any
trustee or fiduciary with respect to such plan acting in such capacity),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding.

         (b)   Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Units of Preferred Stock equal
to the number of such Rights held by such holder multiplied by the Section 24(a)
Exchange Ratio.  The Company shall promptly give public notice of any such
exchange; PROVIDED, HOWEVER, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange.  The Company promptly
shall mail a notice of any such exchange to all of the holders of such Rights at
their last addresses as they appear upon the registry books of the Rights Agent.
Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.  Each such notice of exchange
will state the method by which the exchange of shares of Common Stock for Rights
will be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be effected PRO RATA based
on the number of Rights (other than Rights which have become void pursuant to
the provisions of Section 7(f) hereof) held by each holder of Rights.

         (c)   In the event that the number of shares of Preferred Stock which
are authorized by the Company's Certificate of Incorporation but not outstanding
or reserved for issuance for purposes other than upon exercise of the Rights are
not sufficient to permit any exchange of Rights as contemplated in accordance
with this Section 34, the Company shall take all such action as may be necessary
to authorize additional shares of Preferred Stock for issuance upon exchange of
the Rights or make adequate provision to substitute (1) cash, (2) Company Common
Stock or other equity securities of the Company, (3) debt securities of the
Company, (4) other assets, or (5) any combination of the foregoing, having an
aggregate value equal to the Adjustment Spread, where such aggregate value has
been determined by a majority of the Continuing Directors.

         (d)   The Company shall not be required to issue fractions smaller
than or to distribute certificates which evidence fractions smaller than one
one-thousandth of a share of Preferred Stock.  In lieu thereof, the Company
shall pay to the registered holders of the Rights Certificates with regard to
which such fractional Units would otherwise be issuable an amount in


                                         33.
<PAGE>

cash equal to the same fraction of the current market value (as determined
pursuant to Section 11(c)(i) hereof) of one Unit of Preferred Stock.

         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 Stock or to make any other distribution to the holders of its
Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to
the holders of its Preferred Stock rights or warrants to subscribe for or to
purchase any additional Units of Preferred Stock or shares of stock of any class
or any other securities, rights or options, (iii) to effect any reclassification
of its Preferred Stock (other than a reclassification involving only the
subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o)), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one 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 Stock payable in
shares of Common Stock or to effect a subdivision, combination or consolidation
of the shares of Common Stock (by reclassification or otherwise than by payment
of dividends in shares of Common Stock), then, in each such case, the Company
shall give to each holder of a Rights Certificate, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend, or distribution of rights or warrants,
or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the date
of participation therein by the holders of the shares of Common Stock and/or
Units of Preferred Stock, if any such date is to be fixed, and such notice shall
be so given in the case of any action covered by clause (i) or (ii) above at
least ten (10) days prior to the record date for determining holders of the
Units of Preferred Stock for purposes of such action, and in the case of any
such other action, at least ten (10) days prior to the date of the taking of
such proposed action or the date of participation therein by the holders of the
shares of Common Stock and/or Units of Preferred Stock, whichever shall be the
earlier.

         (b)   In case any of the events 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 Rights Certificate, in accordance with Section 26 hereof, a
notice of the occurrence of such event, which notice shall describe such event
and the consequences of such event to holders of Rights under Section 11(a)(ii)
hereof.  In the event any Person becomes an Acquiring Person, the Company will
promptly notify the Rights Agent thereof.


                                         34.
<PAGE>

         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 Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

                   Oak Technology, Inc.
                   139 Kifer Court
                   Sunnyvale, CA  94086

                   Attention:  General Counsel

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
Rights Certificate to or on the Rights Agent shall be sent by registered or
certified mail and shall be deemed given upon receipt and addressed (until
another address is filed in writing with the Company) as follows:

                   BankBoston, N.A.
                   c/o Boston EquiServe Limited Partnership
                   150 Royall Street
                   Canton, MA  02021

                   Attention:  Shareholder Services Division

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights 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 may supplement or amend this Agreement in any respect, without
the approval of any holders of Rights, by action of its Board of Directors, upon
approval by a majority of the Continuing Directors, and the Rights Agent shall,
if the Company so directs, execute such supplement or amendment. From and after
the Distribution Date, the Company may from time to time supplement or amend
this Agreement without the approval of any holders of Rights, by action of its
Board of Directors, upon approval by a majority of the Continuing Directors, in
order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period hereunder or
(iv) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person), including, without
limitation, to change the Purchase Price, the Redemption Price, any time periods
herein specified, and any other term hereof, any such supplement or amendment to
be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED,


                                         35.
<PAGE>

HOWEVER, that from and after such time as any Person becomes an Acquiring
Person, this Agreement shall not be amended in any manner which would adversely
affect the interests of the holders of Rights.  Upon receipt of a certificate
from an appropriate officer of the Company that the proposed supplement or
amendment is consistent with this Section 27 and, after such time as any Person
has become an Acquiring Person, that the proposed supplement or amendment does
not adversely affect the interests of the holders of Rights, the Rights Agent
shall execute such supplement or amendment.

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

         Section 29.    DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act.  The Board of Directors of the Company shall have the
exclusive power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board, or the Company, or as may
be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing), which are done or made by the
Board in good faith, shall (x) be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights Certificates and all other parties
and (y) not subject the Board or the Continuing Directors to any liability to
the holders of the Rights.

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

         Section 31.    SEVERABILITY.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
PROVIDED, HOWEVER, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company, upon approval by a majority of the


                                         36.
<PAGE>

Continuing Directors, determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the tenth business day following
the date of such determination by the Board of Directors of the Company.

         Section 32.    GOVERNING LAW.  This Agreement and each Rights
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 or convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

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

ATTEST:                           OAK TECHNOLOGY, INC.


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



ATTEST:                                BANKBOSTON, N.A.,
                                       as Rights Agent


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


                                         37.
<PAGE>

                                                                       EXHIBIT A



                                         FORM

                                          of

                              CERTIFICATE OF DESIGNATION

                                          of

                    SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                          of

                                 OAK TECHNOLOGY, INC.

                           (Pursuant to Section 151 of the
                          Delaware General Corporation Law)

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


         OAK TECHNOLOGY, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), 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 August 18, 1997;

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $.001 per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

         Series A Junior Participating Preferred Stock:

         Section 1.  DESIGNATION AND AMOUNT.  The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be four hundred thousand (400,000).  Such number of shares may be
increased or decreased by resolution of the Board of Directors; PROVIDED,


                                         A-1
<PAGE>

that no decrease shall reduce the number of shares of Series A 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
Corporation convertible into Series A 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 Series A Preferred Stock with respect to dividends, each holder of
    one one-thousandth (1/1,000) of a share of Series A Preferred Stock (a
    "Unit"), in preference to the holders of shares of Common Stock, par value
    $.001 per share (the "Common Stock"), of the Corporation, and of any other
    junior stock, shall be entitled to receive, when declared by the Board of
    Directors out of funds legally available for the purpose, quarterly
    dividends payable in cash on the last day of March, June, September and
    December in each year (each such date being referred to herein as a
    "Quarterly Dividend Payment Date"), commencing on the first Quarterly
    Dividend Payment Date after the first issuance of a Unit of Series A
    Preferred Stock, in an amount per share (rounded to the nearest cent) equal
    to, subject to the provision for adjustment hereinafter set forth, 1,000
    times the aggregate per share amount of all cash dividends, and 1,000 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 a
    Unit of Series A Preferred Stock.  In the event the Corporation 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 Series A 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 Corporation shall declare a dividend or distribution on the
    Units of Series A 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, however, that, in the event no dividend or distribution shall
    have been declared on the Common Stock during the period between any
    Quarterly Distribution Date and the next subsequent Quarterly Dividend
    Payment Date, a dividend of $1.00 per Unit on the Series A Preferred Stock
    shall nevertheless be payable on such


                                         A-2
<PAGE>

    subsequent Quarterly Dividend Payment Date.

         (C)   Dividends shall begin to accrue and be cumulative on each
    outstanding Unit of Series A Participating Preferred Stock from the
    Quarterly Dividend Payment Date next preceding the date of issue of such
    Unit of Series A Participating Preferred Stock, unless the date of issue of
    such Unit is prior to the record date for the first Quarterly Dividend
    Payment Date, in which case dividends on such Unit shall begin to accrue
    from the date of issue of such Unit, 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 Units of Series A Preferred Stock entitled to
    receive a quarterly dividend and before such Quarterly Dividend Payment
    Date, in either of which events such dividends shall begin to accrue and be
    cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid
    dividends shall not bear interest.  Dividends paid on the Units of Series A
    Preferred Stock in an amount less than the total amount of such dividends
    at the time accrued and payable on such Units shall be allocated pro rata
    on a Unit-by-Unit basis among all such Units at the time outstanding.  The
    Board of Directors may fix a record date for the determination of holders
    of Units of Series A 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 Units of Series A Preferred
Stock shall have the following voting rights:

         (A)   Subject to the provision for adjustment hereinafter set forth,
    each Unit of Series A Preferred Stock shall entitle the holder thereof to
    1,000 votes on all matters submitted to a vote of the stockholders of the
    Corporation.  In the event the Corporation 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 Unit
    to which holders of Units of Series A 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 Designations creating a series of Preferred Stock or any similar stock,
    or by law, the holders of Units of Series A Preferred Stock and the holders
    of shares of Common Stock and any other capital stock of the Corporation
    having general voting rights shall vote together as one class on all
    matters submitted to a vote of stockholders of the Corporation.


                                         A-3
<PAGE>

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

         Section 4.  CERTAIN RESTRICTIONS.

         (A)   Whenever quarterly dividends or other dividends or
    distributions payable on the Series A Preferred Stock as provided in
    Section 2 are in arrears, thereafter and until all accrued and unpaid
    dividends and distributions, whether or not declared, on Units of Series A
    Preferred Stock outstanding shall have been paid in full, the Corporation
    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 Series A 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 Series A
         Preferred Stock, except dividends paid ratably on the Units of
         Series A Preferred Stock and all such parity stock on which dividends
         are payable or in arrears in proportion to the total amounts to which
         the holders of all such shares are then entitled;

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

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


                                         A-4
<PAGE>

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

         Section 5.  REACQUIRED UNITS.  Any Units of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All such
Units shall upon their cancellation become authorized but unissued Units 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
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

         Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

         (A)   Upon any liquidation, dissolution or winding up of the
    Corporation, no distribution shall be made (1) to the holders of shares of
    stock ranking junior (either as to dividends or upon liquidation,
    dissolution or winding up) to the Series A Preferred Stock unless, prior
    thereto, the holders of Units of Series A Preferred Stock shall have
    received $1,000 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 Units of Series A Preferred
    Stock shall be entitled to receive an aggregate amount per share, subject
    to the provision for adjustment hereinafter set forth, equal to 1,000 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 Series A Preferred Stock, except distributions made ratably on the
    Series A 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 Corporation
    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 Units of
    Series A 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.

         (B)   In the event, however, that there are not sufficient assets
    available to permit payment in full to the Series A Liquidation Preference
    and the liquidation preferences of all other series of Preferred Stock, if
    any, which rank on a parity with the Series A Participating


                                         A-5
<PAGE>

    Preferred Stock, then such remaining assets shall be distributed ratably to
    the holders of such parity shares in proportion to their respective
    liquidation preferences.

         Section 7.  CONSOLIDATION, MERGER, ETC.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the Units 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
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per Unit, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 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 Corporation 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 Units of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8.  NO REDEMPTION.  The Units of Series A Preferred Stock
shall not be redeemable.

         Section 9.  RANK.  The Series A 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 Corporation's Preferred Stock.

         Section 10.  AMENDMENT.  The Amended and Restated Certificate of
Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least a majority of the outstanding Units of Series A
Preferred Stock, voting together as a single class.


                                         A-6
<PAGE>

         IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation by its President and its corporate seal attested by
its Chief Financial Officer this 18th day of August, 1997.


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



Attest:

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


                                         A-7
<PAGE>

                                                                       EXHIBIT B

                              Form of Rights Certificate

Certificate No. R-                                               ________ Rights


         NOT EXERCISABLE AFTER AUGUST 19, 2007 OR EARLIER IF
         REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO
         REDEMPTION AT THE OPTION OF THE COMPANY AT $.01 PER RIGHT
         AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
         AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY
         OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF
         AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
         AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS
         MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED BY THIS
         RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
         PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE
         OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
         DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS
         CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME
         NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SUCH
         AGREEMENT.]*/


                                  Rights Certificate

                                 OAK TECHNOLOGY, INC.


         This certifies that                , or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of August 19, 1997 (the "Rights Agreement"), between Oak
Technology, Inc., 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., California

---------------------
*/  The portion of the legend in bracket shall be inserted only if applicable
and shall replace the preceding sentence.


                                         B-1
<PAGE>

time, on August 19, 2007 at the office of the Rights Agent designated for such
purpose, or at the office of its successor as Rights Agent, one one-thousandth
(a "Unit") of a fully paid non-assessable share of Series A Junior Participating
Preferred Stock, par value $.001 per share (the "Series A Preferred Stock") of
the Company, at a purchase price of $60.00 per Unit of Series A Preferred Stock
(the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase duly executed.  The number of
Rights evidenced by this Rights Certificate (and the number of Units of Series A
Preferred Stock which may be purchased upon exercise hereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase Price as of
August 29, 1997 based on the Series A Preferred Stock as constituted at such
date.  As provided in the Rights Agreement, the Purchase Price and the number of
Units of Series A Preferred Stock which may be purchased upon the exercise of
the Rights evidenced by this Rights Certificate are subject to modification and
adjustment upon the happening of certain events.

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

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

         Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at a redemption
price of $.01 per Rights.

         No fractional shares of Series A Preferred Stock will be issued upon
the exercise of any Rights or Rights evidenced hereby (other than fractions
which are integral multiples of one one-thousandth of a share of Series A
Preferred Stock, 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 Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Units of
Series A Preferred Stock 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


                                         B-2
<PAGE>

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 Rights or Rights evidenced by this Rights
Certificate shall have been exercised as provided in the Rights Agreement.

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

         WITNESS the signature of the proper officers of the Company and its
corporate seal.  Dated as of August 19, 1997




ATTEST:                           OAK TECHNOLOGY, INC.



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




Countersigned:

BANKBOSTON, N.A.,
as Rights Agent


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


                                         B-3
<PAGE>

                      Form of Reverse Side of Rights Certificate

                                  FORM OF ASSIGNMENT


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

         FOR VALUE RECEIVED ______________________________ hereby sells,
assigns and transfers unto

________________________________________________________________________________
                    (Please print name and address of transferee)

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


Dated:                        ,
       ----------------------  ----


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

Signature Guaranteed:

         Signatures must be guaranteed by a participant in a Securities
Transfer Association Inc. recognized signature guarantee medallion program.


                                         B-4
<PAGE>

                                     CERTIFICATE


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


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



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


                                        NOTICE

      The signature in the foregoing Form of Assignment must conform to the name
as written upon the face of this Rights 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
is not completed, the Company and the Rights Agent will deem the beneficial
owner of the Rights evidenced by this Rights Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
and such Assignment will not be honored.


                                         B-5
<PAGE>

                             FORM OF ELECTION TO PURCHASE


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


To OAK TECHNOLOGY, INC.

         The undersigned hereby irrevocably elects to exercise _________________
          Rights represented by this Rights Certificate to purchase the units of
Series A Preferred Stock issuable upon the exercise of such Rights and requests
that certificates for such Series A Preferred Stock 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 Rights
Certificate, a new Rights Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

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



Dated:                    ,
       ------------------  ----

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


Signature Guaranteed:

         Signatures must be guaranteed by a participant in a Securities
Transfer Association Inc. recognized signature guarantee medallion program.


                                         B-6
<PAGE>

                                     CERTIFICATE


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


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





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


                                        NOTICE


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

         In the event the certification set forth above in 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 Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and such Election to Purchase will not be
honored.


                                         B-7
<PAGE>

                                                                       EXHIBIT C

                                 OAK TECHNOLOGY, INC.

                            SUMMARY OF RIGHTS TO PURCHASE
                          SHARES OF SERIES A PREFERRED STOCK


         On August 19, 1997, the Board of Directors of Oak Technology, Inc.
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock (the "Common Stock"), par
value $.001 per share, of the Company.  The dividend is payable on August 29,
1997 (the "Record Date") to the stockholders of record on that date.  Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share (a "Unit") of Series A Junior Participating Preferred Stock, par
value $.001 per share (the "Series A Preferred Stock"), of the Company at a
price of $60.00 per Unit (the "Purchase Price"), subject to adjustment.  The
description and terms of the Rights are set forth in a Rights Agreement dated as
of August 19, 1997 (the "Rights Agreement") between the Company and BankBoston,
N.A., as Rights Agent (the "Rights Agent").

         Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Continuing Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of such outstanding Common Stock (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of this Summary of Rights
attached thereto.
         The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock.  Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.  As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the Close of Business on the
Distribution Date and such separate Rights Certificates alone will evidence the
Rights.

         The Rights are not exercisable until the Distribution Date.  The
Rights will expire at the close


                                         C-1.
<PAGE>

of business on August 19, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

         The Purchase Price payable, and the number of Units of Series A
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) upon the grant to
holders of the Units of Series A Preferred Stock of certain rights or warrants
to subscribe for or purchase Units of Series A Preferred Stock at a price, or
securities convertible into Units of Series A Preferred Stock with a conversion
price, less than the then current market price of the Units of Series A
Preferred Stock or (iii) upon the distribution to holders of the Units of Series
A Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Units of Series A Preferred Stock) or of subscription rights or
warrants (other than those referred to above).

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

         Units of Series A PreFerred Stock purchasable upon exercise of the
Rights will not be redeemable.  Each Unit of Series A PreFerred Stock will be
entitled to an aggregate dividend of 1,000 times the dividend declared per share
of Common Stock.  In the event of liquidation, the holders of the Units of
Series A PreFerred Stock will be entitled to an aggregate payment of 1,000 times
the payment made per share of Common Stock.  Each Unit of Series A PreFerred
Stock will have 1,000 votes, voting together with the Common Stock.  Finally, in
the event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, each Unit of Series A PreFerred Stock will be
entitled to receive 1,000 times the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions.

         Because of the nature of the dividend, liquidation and voting rights,
the value of the Series A PreFerred Stock, the Units of Series A PreFerred Stock
purchasable upon exercise of each Rights should approximate the value of one
share of Common Stock.

         In the event that, after the Rights become exercisable, the Company is
acquired in a merger or other business combination transaction with an Acquiring
Person or an affiliate thereof, or 50% or more of its consolidated assets or
earning power are sold to an Acquiring Person or an affiliate thereof, proper
provision will be made so that each holder of a Rights will thereafter have the
right to receive, upon exercise thereof at the then current exercise price of
the Rights, that number of shares of common stock of the acquiring company which
at the time of such transaction will have a market value of two times the
exercise price of the Rights.


                                         C-2.
<PAGE>

         In the event that any person or group of affiliated or associated
persons becomes the beneficial owner of 15% or more of the outstanding shares of
Common Stock proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Common Stock or Units of Series A PreFerred Stock (or
cash, other securities or property) having a market value of two times the
exercise price of the Rights.

         At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
shares of Common Stock and prior to the acquisition by such person or group of
50% or more of the outstanding Common Stock, the Continuing Directors of the
Company may exchange all or part of the Rights (other than Rights owned by such
person or group which have become void), for Units of Series A PreFerred Stock
at an exchange ratio (subject to adjustment) which shall equal, subject to
adjustment to reflect stock splits, stock dividends and similar transactions
occurring after the date hereof, that number obtained by dividing the Purchase
Price by the then current per share market price per Unit of Series A PreFerred
Stock on the earlier of (i) the date on which any Person becomes an Acquiring
Person and (ii) the date on which a tender or exchange offer is announced by any
Person, if upon consummation thereof such Person would be the Beneficial Owner
of 15% or more of the shares of Company Common Stock then outstanding.

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional shares of Series A PreFerred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a shares of Series A PreFerred Stock, which may, at the election of the
Company, be evidenced by depositary receipts) and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Units of Series
A PreFerred Stock on the last trading day prior to the date of exercise.

         At any time within ten (10) business days after a person or group of
affiliated or associated persons acquire beneficial ownership of 15% or more of
the outstanding Common Stock (unless the Continuing Directors extends such ten-
day period), the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
upon the approval of a majority of the Continuing Directors.  The redemption of
the rights may be made effective at such time on such basis and with such
conditions as the Directors, upon the approval of the Continuing Directors in
its sole discretion may establish.  Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.  The Rights are
also redeemable under other circumstances as specified in the Rights Agreement.

         The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights upon the approval
of a majority of the Continuing Directors except that from and after a
Distribution Date no such amendment may adversely affect the interests of the
holders of the Rights.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of


                                         C-3.
<PAGE>

the Company, including, without limitation, the right to vote or to receive
dividends.

         The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired.  The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the occurrence of a Distribution Date.

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



                                         C-4.