<PAGE>




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



                      HUSSMANN INTERNATIONAL, INC.


                                  and


                FIRST CHICAGO TRUST COMPANY OF NEW YORK


                              Rights Agent


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


                 Amended and Restated Rights Agreement


                       Dated as of July 15, 1999



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<PAGE>
<PAGE>

                           Table of Contents
                           -----------------


Section                                                           Page
-------                                                           ----

Section 1.     Certain Definitions                                   2
Section 2.     Appointment of Rights Agent                           6
Section 3.     Issue of Rights Certificates                          6
Section 4.     Form of Rights Certificates                           8
Section 5.     Countersignature and Registration                    10
Section 6.     Transfer, Split Up, Combination and
               Exchange of Rights Certificates; Mutilated,
               Destroyed, Lost or Stolen Rights
               Certificates                                         10
Section 7.     Exercise of Rights; Purchase Price;
               Expiration Date of Rights                            11
Section 8.     Cancellation and Destruction of Rights
               Certificates                                         14
Section 9.     Reservation and Availability of
               Capital Stock                                        14
Section 10.    Preferred Stock Record Date                          16
Section 11.    Adjustment of Purchase Price, Number
               and Kind of Shares or Number of Rights               17
Section 12.    Certificate of Adjusted Purchase Price
               or Number of Shares                                  28
Section 13.    Consolidation, Merger or Sale or
               Transfer of Assets or Earning Power                  29
Section 14.    Fractional Rights and Fractional Shares              31
Section 15.    Rights of Action                                     33
Section 16.    Agreement of Rights Holders                          34
Section 17.    Rights Certificate Holder Not
               Deemed a Stockholder                                 35
Section 18.    Concerning the Rights Agent                          35
Section 19.    Merger or Consolidation or Change of
               Name of Rights Agent                                 35
Section 20.    Duties of Rights Agent                               36
Section 21.    Change of Rights Agent                               39
Section 22.    Issuance of New Rights Certificates                  40
Section 23.    Redemption and Termination                           41
Section 24.    Exchange                                             42
Section 25.    Notice of Certain Events                             43
Section 26.    Notices                                              44
Section 27.    Supplements and Amendments                           45
Section 28.    Successors                                           46
Section 29.    Determination and Actions by the Board of
               Directors, etc.                                      46
Section 30.    Benefits of this Agreement                           46
Section 31.    Severability                                         47

                                  -i-

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<PAGE>

Section 32.    Governing Law                                        47
Section 33.    Counterparts                                         47
Section 34.    Descriptive Headings                                 47
Section 35.    Book-Entry Account Statements                        47



                                  -ii-

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                AMENDED AND RESTATED RIGHTS AGREEMENT
                -------------------------------------

          AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of July 15,
1999 (the "Agreement"), between Hussmann International, Inc., a Delaware
corporation (the "Company"), and First Chicago Trust Company of New
York, a New York corporation (the "Rights Agent").


                          W I T N E S S E T H:
                          - - - - - - - - - -


          WHEREAS, on December 31, 1997 (the "Rights Dividend
Declaration Date"), the Board of Directors of the Company authorized and
declared a dividend distribution of one Right (as hereinafter defined)
for each share of Common Stock (as hereinafter defined) of the Company
outstanding at the close of business on January 30, 1998, after giving
effect to the distribution of shares of Common Stock (the "Spin-off") by
Whitman Corporation to its stockholders (the "Record Date"), each Right
initially representing the right to purchase one one-hundredth of a
share of Series A Junior Participating Preferred Stock of the Company
having the rights, powers and preferences set forth in the form of
Certificate of Designation attached hereto as Exhibit A, upon the terms
and subject to the conditions hereinafter set forth (the "Rights"), and
has further authorized the issuance of one Right (as such number may
hereinafter be adjusted pursuant to the provisions of Section 11(p)
hereof) for each share of Common Stock of the Company issued between the
Record Date and the Distribution Date (as hereinafter defined);

          WHEREAS, the Company and the Rights Agent originally entered
into the Rights Agreement, dated as of December 31, 1997 (the "Original
Rights Agreement");

          WHEREAS, the Board of Directors of the Company, at a meeting
held on July 15, 1999, approved amendments to the Original Rights
Agreement to make certain changes to Sections 23 and 31 thereof and
certain related changes; and

          WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent desire to incorporate such amendments by
amending and restating the Original Rights Agreement as set forth
herein.

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


<PAGE>
<PAGE>

          Section 1.  Certain Definitions.  For purposes of this
                      -------------------
Agreement, the following terms have the meanings indicated:

          (a)  "Acquiring Person" shall mean any Person who or which,
     together with all Affiliates and Associates of such Person, shall
     be the Beneficial Owner of 15% or more of the shares of Common
     Stock then outstanding, but shall not include the Company, any
     Subsidiary of the Company, any employee benefit plan of the
     Company or of any Subsidiary of the Company, or any Person
     organized, appointed or established by the Company for or pursuant
     to the terms of any such plan.  Notwithstanding the foregoing, 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 then outstanding;
     provided, however, that if a Person shall become the
     --------  -------
     Beneficial Owner of 15% or more of the shares of Common Stock 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, then such Person
     shall be deemed to be an "Acquiring Person".  Notwithstanding the
     foregoing, if the Board of Directors of the Company determines in
     good faith that a Person who would otherwise be an "Acquiring
     Person" (as defined pursuant to the foregoing provisions of this
     paragraph (a)) has become such inadvertently, and such Person
     divests as promptly as practicable a sufficient number of shares
     of Common Stock so that such Person would no longer be an
     "Acquiring Person" (as defined pursuant to the foregoing
     provisions of this paragraph (a)), then such Person shall not be
     deemed to be an "Acquiring Person" for any purposes of this
     Agreement.

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

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

                                  -2-


<PAGE>
<PAGE>

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

               (ii)  which such Person or any of such Person's
          Affiliates or Associates, directly or indirectly, has the
          right to vote or dispose of or has "beneficial ownership" of
          (as determined pursuant to Rule 13d-3 of the General Rules
          and Regulations under the Exchange Act), including pursuant
          to any agreement, arrangement or understanding, whether or
          not in writing; provided, 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:
          (A) arises solely from a revocable proxy given in response
          to a public proxy or consent solicitation made pursuant to,
          and in accordance with, the

                                  -3-

<PAGE>
<PAGE>

          applicable provisions of the General Rules and Regulations
          under the Exchange Act, and (B) is not also then 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),
          for the purpose of acquiring, holding, voting (except
          pursuant to a revocable proxy as described in the proviso to
          subparagraph (ii) of this paragraph (d)) or disposing of any
          voting securities of the Company;

     provided, however, that nothing in this paragraph (d) shall cause
     --------  -------
     a Person engaged in business as an underwriter of securities to be
     the "Beneficial Owner" of, or to "beneficially own," any
     securities acquired through such Person's participation in good
     faith in a firm commitment underwriting until the expiration of
     forty days after the date of such acquisition.

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

          (f)  "close of business" on any given date shall mean 5:00
     P.M., St. Louis time, on such date, provided, however, that if
                                         --------  -------
     such date is not a Business Day it shall mean 5:00 P.M., St. Louis
     time, on the next succeeding Business Day.

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

          (h)  "Person" shall mean any individual, firm, limited
     liability company, corporation, partnership or other entity.



                                  -4-

<PAGE>
<PAGE>

          (i)  "Preferred Stock" shall mean shares of Series A Junior
     Participating Preferred Stock, par value $.001 per share, of the
     Company, and, to the extent that there is not a sufficient number
     of shares of Series A Junior Participating Preferred Stock
     authorized to permit the full exercise of the Rights, any other
     series of preferred stock, par value $.001 per share, of the
     Company designated for such purpose containing terms substantially
     similar to the terms of the Series A Junior Participating
     Preferred Stock.

          (j)  "Section 11(a)(ii) Event" shall mean the event
     described in Section 11(a)(ii) hereof.

          (k)  "Section 13 Event" shall mean any event described in
     clauses (x), (y) or (z) of Section 13(a) hereof.

          (l)  "Stock 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) under the Exchange Act) by the Company or an Acquiring
     Person that an Acquiring Person has become such.

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

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

          In addition, for purposes of this Agreement, the following
terms have the meanings indicated in specified sections of this
Agreement:  (i) "Adjustment Shares" shall have the meaning set forth in
Section 11(a)(ii) hereof; (ii) "common stock equivalents" shall have the
meaning set forth in Section 11(a)(iii) hereof; (iii) "current market
price" shall have the meaning set forth in Section 11(d) hereof; (iv)
"Current Value" shall have the meaning set forth in Section 11(a)(iii)
hereof; (v) "Distribution Date" shall have the meaning set forth in
Section 3(a) hereof; (vi) "equivalent preferred stock" shall have the
meaning set forth in Section 11(b) hereof; (vii) "Exchange Ratio" shall
have the meaning set forth in Section 24(a) hereof; (viii) "Expiration
Date" shall have the meaning set

                                  -5-

<PAGE>
<PAGE>

forth in Section 7(a) hereof; (ix) "Final Expiration Date" shall have
the meaning set forth in Section 7(a) hereof; (x) "NASDAQ" shall have
the meaning set forth in Section 11(d)(i) hereof; (xi) "Principal Party"
shall have the meaning set forth in Section 13(b) hereof; (xii)
"Purchase Price" shall have the meaning set forth in Section 4(a)
hereof; (xiii) "Record Date" shall have the meaning set forth in the
recitals hereof; (xiv) "Redemption Price" shall have the meaning set
forth in Section 23(a) hereof; (xv) "Rights" shall have the meaning set
forth in the recitals hereof; (xvi) "Rights Certificates" shall have the
meaning set forth in Section 3(a) hereof; (xvii) "Section 11(a)(ii)
Trigger Date" shall have the meaning set forth in Section 11(a)(iii)
hereof; (xviii) "Spread" shall have the meaning set forth in Section
11(a)(iii) hereof; (xix) "Substitution Period" shall have the meaning
set forth in Section 11(a)(iii) hereof; (xx) "Summary of Rights" shall
have the meaning set forth in Section 3(b) hereof; and (xxi) "Trading
Day" shall have the meaning set forth in Section 11(d)(i) hereof.

          Section 2.  Appointment of Rights Agent. Pursuant to the
                      ---------------------------
Original Rights Agreement, the Company appointed the Rights Agent to act
as agent for the Company and the holders of the Rights (who, in
accordance with Section 3 hereof, shall, prior to the Distribution Date,
also be the holders of the Common Stock) in accordance with the terms
and conditions hereof, and the Rights Agent accepted such appointment.
The Company may from time to time appoint such co-Rights Agents as it
may deem necessary or desirable.

          Section 3.  Issue of Rights Certificates.
                      ----------------------------

          (a)  Until the earlier of (i) the close of business on the
tenth day after the Stock Acquisition Date (or, if the tenth day after
the Stock Acquisition Date occurs before the Record Date, the close of
business on the Record Date), or (ii) the close of business on the tenth
Business Day (or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any Person
becomes an Acquiring Person) 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 Person organized, appointed or established by the
Company for or pursuant to the terms of any such plan) is first
published or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of 15%
or more of the shares of Common Stock then outstanding (the earlier of
(i) and (ii) being herein referred to

                                  -6-

<PAGE>
<PAGE>
as the "Distribution Date"), (x) the Rights will be evidenced (subject
to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the holders
of the Common Stock (which certificates for Common Stock shall be deemed
also to be certificates for Rights) and not by separate certificates and
(y) the Rights will be transferable only in connection with the transfer
of the underlying shares of Common Stock (including a transfer to the
Company).  As soon as practicable after the Distribution Date, the
Rights Agent will send by first-class, insured, postage prepaid mail, to
each record holder of the Common Stock as of the close of business on
the Distribution Date, at the address of such holder shown on the
records of the Company, one or more Rights certificates, in
substantially the form of Exhibit B hereto (the "Rights Certificates"),
evidencing one Right for each share of Common Stock so held, subject to
adjustment as provided herein.  In the event that an adjustment in the
number of Rights per share of Common Stock has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Rights
Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that
Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights.  As of
and after the Distribution Date, the Rights will be evidenced solely by
such Rights Certificates.

          (b)  As promptly as practicable following the Record Date,
the Company sent a copy of a Summary of Rights to Purchase Preferred
Stock, in substantially the form attached hereto as Exhibit C (the
"Summary of Rights"), by first-class, postage prepaid mail, to each
record holder of the Common Stock as of the close of business on the
Record Date, at the address of such holder shown on the records of the
Company.  With respect to certificates for the Common Stock outstanding
as of the Record Date, until the Distribution Date, the Rights will be
evidenced by such certificates registered in the names of the holders
thereof together with a copy of the Summary of Rights attached thereto.
Until the earlier of the Distribution Date or the Expiration Date (as
such term is defined in Section 7(a) hereof), the surrender for transfer
of any certificate representing shares of Common Stock in respect of
which Rights have been issued, with or without a copy of the Summary of
Rights attached thereto, shall also constitute the transfer of the
Rights associated with such shares of Common Stock.

          (c)  Rights shall be issued in respect of all shares of
Common Stock which are issued (whether originally issued or from the
Company's treasury) after the Record Date but prior to the


                                  -7-

<PAGE>
<PAGE>
earlier of the Distribution Date or the Expiration Date or, in certain
circumstances provided in Section 22 hereof, after the Distribution
Date.  Certificates representing such shares of Common Stock shall also
be deemed to be certificates for Rights, and shall bear a legend
substantially in the form set forth in Section 3(c) of the Original
Rights Agreement or in the following form:

          This certificate also evidences and entitles the holder
     hereof to certain rights as set forth in the Amended and Restated
     Rights Agreement between Hussmann International, Inc. (the
     "Company") and First Chicago Trust Company of New York (the
     "Rights Agent") dated as of July 15, 1999 (the "Rights
     Agreement"), the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal offices
     of the Company.  Under certain circumstances, as set forth in the
     Rights Agreement, such Rights will be evidenced by separate
     certificates and will no longer be evidenced by this certificate.
     The Company will mail to the holder of this certificate a copy of
     the Rights Agreement, as in effect on the date of mailing, without
     charge promptly after receipt of a written request therefor.
     Under certain circumstances set forth in the Rights Agreement,
     Rights issued to, or held by, any Person who is, was or becomes an
     Acquiring Person or any Affiliate or Associate thereof (as such
     terms are defined in the Rights Agreement), may become null and
     void.

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

          Section 4.  Form of Rights Certificates.
                      ---------------------------

          (a)  The Rights Certificates (and the forms of election to
purchase and of assignment to be printed on the reverse thereof) shall
each be substantially in the form set forth in Exhibit B hereto and may
have such marks of identification or designation and such legends,
summaries or endorsements printed

                                  -8-

<PAGE>
<PAGE>
thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply
with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which
the Rights may from time to time be listed, or to conform to usage.
Subject to the provisions of Section 11 and Section 22 hereof, the
Rights Certificates, whenever distributed, shall be dated as of the
Record Date and on their face shall entitle the holders thereof to
purchase such number of one one-hundredths of a share of Preferred Stock
as shall be set forth therein at the price set forth therein (such
exercise price per one one-hundredth of a share, the "Purchase Price"),
but the amount and type of securities purchasable upon the exercise of
each Right and the Purchase Price thereof shall be subject to adjustment
as provided herein.

          (b)  Any Rights Certificate issued pursuant to Section 3(a)
or Section 22 hereof that represents Rights beneficially owned by any
Person known to be:  (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
the Board of Directors of the Company has determined is part of a plan,
arrangement or understanding which has as a primary purpose or effect
avoidance of Section 7(e) hereof, and any Rights Certificate issued
pursuant to Section 6 or Section 11 hereof upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to in
this sentence, shall contain (to the extent feasible) the following
legend:

     The Rights represented by this Rights Certificate are or were
     beneficially owned by a Person who was or became an Acquiring
     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 Section
     7(e) of such Agreement.

                                  -9-

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<PAGE>

          Section 5. Countersignature and Registration.
                     ---------------------------------

          (a)  The Rights Certificates shall be executed on behalf of
the Company by its Chairman, its President or any Vice President, either
manually or by facsimile signature, and shall have affixed thereto the
Company's seal or a facsimile thereof which shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or
by facsimile signature.  The Rights Certificates shall be countersigned
manually or by facsimile signature by the Rights Agent and shall not be
valid for any purpose unless so 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 Certificates 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 principal office or offices designated
as the appropriate place for surrender of Rights Certificates upon
exercise or transfer, books for registration and transfer of the Rights
Certificates issued hereunder.  Such books shall show the names and
addresses of the respective holders of the Rights Certificates, the
number of Rights evidenced on its face by each of the Rights
Certificates and the certificate number and the date of each of the
Rights Certificates.

          Section 6.  Transfer, Split Up, Combination and Exchange of
                      -----------------------------------------------
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights
----------------------------------------------------------------
Certificates.  (a)  Subject to the provisions of Section 4(b), Section
------------
7(e) and Section 14 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 Certificates (other than
Rights Certificates representing Rights that have been exchanged
pursuant to Section 24 hereof) may be transferred, split up, combined or
exchanged for another Rights Certificate or Certificates, entitling the
registered holder to purchase a like number of one


                                  -10-

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<PAGE>
one-hundredths of a share of Preferred Stock (or, following a Triggering
Event, Common Stock, other securities, cash or other assets, as the case
may be) as the Rights Certificate or Certificates surrendered then
entitled such holder (or former holder in the case of a transfer) to
purchase.  Any registered holder desiring to transfer, split up, combine
or exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender
the Rights Certificate or Certificates to be transferred, split up,
combined or exchanged at the principal office or offices of the Rights
Agent designated for such purpose.  Neither the Rights Agent nor the
Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Rights Certificate until the
registered holder shall have completed and signed the certificate
contained in the form of assignment on the reverse side of such Rights
Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably
request.  Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e), Section 14 and Section 24 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 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 Certificates if mutilated, the Company will
execute and deliver a new Rights Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner in lieu
of the Rights Certificate so lost, stolen, destroyed or mutilated.

          Section 7.  Exercise of Rights; Purchase Price; Expiration
                      ----------------------------------------------
Date of Rights.  (a)  Subject to Section 7(e) hereof, the registered
--------------
holder of any Rights Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein including, without
limitation, the restrictions on exercisability set forth in Section 9(c)
and Section 11(a)(iii))in whole or in part at any time after the
Distribution Date upon surrender of


                                  -11-

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<PAGE>
the Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated
for such purpose, together with payment of the aggregate Purchase Price
with respect to the total number of one one-hundredths of a share of
Preferred Stock (or other securities, cash or other assets, as the case
may be) as to which such surrendered Rights are then exercisable, at or
prior to the earliest of (i) the close of business on December 31, 2007
(the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof or (iii) the time at which
such Rights are exchanged pursuant to Section 24 hereof (the earliest of
(i), (ii) and (iii) being herein referred to as the "Expiration Date").

          (b)  The Purchase Price for each one one-hundredth of a
share of Preferred Stock pursuant to the exercise of a Right shall
initially be $150, and shall be subject to adjustment from time to time
as provided in Sections 11 and 13(a) hereof and shall be payable in
accordance with paragraph (c) below.

          (c)  Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the
certificate duly executed, accompanied by payment, with respect to each
Right so exercised, of the Purchase Price per one one-hundredth of a
share of Preferred Stock (or other shares, securities, cash or other
assets, as the case may be) to be purchased as set forth below and an
amount equal to any applicable transfer tax, the Rights Agent shall,
subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition
from any transfer agent of the shares of Preferred Stock (or make
available, if the Rights Agent is the transfer agent for such shares)
certificates for the total number of one one-hundredths of a share of
Preferred Stock to be purchased and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B)
if the Company shall have elected to deposit the total number of shares
of Preferred Stock issuable upon exercise of the Rights hereunder with a
depositary agent, requisition from the depositary agent depositary
receipts representing such number of one one-hundredths of a share of
Preferred Stock as are to be purchased (in which case certificates for
the shares of Preferred Stock represented by such receipts shall be
deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request,
(ii) requisition from the Company the amount of cash, if any, to be paid
in lieu of fractional shares in accordance with Section 14 hereof, (iii)
after receipt of such certificates or depositary receipts, cause


                                  -12-

<PAGE>
<PAGE>
the same to be delivered to or upon the order of the registered holder
of such Rights Certificate, registered in such name or names as may be
designated by such holder, and (iv) after receipt thereof, deliver such
cash, if any, to or upon the order of the registered holder of such
Rights Certificate.  The payment of the Purchase Price (as such amount
may be reduced pursuant to Section 11(a)(iii) hereof) shall 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 (including Common Stock) 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.  The Company reserves the right to
require prior to the occurrence of a Triggering Event that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock would be issued.

          (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 and 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,
subject to the provisions of Section 14 hereof.

          (e)  Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a) (ii)
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, 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 the Acquiring Person has any continuing
agreement, arrangement or understanding regarding the transferred Rights
or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which has as
a primary purpose or effect the avoidance of this Section 7(e), 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


                                  -13-

<PAGE>
<PAGE>
Agreement or otherwise.  The Company shall use all reasonable efforts to
ensure 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 other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or any of its
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 any of its agents, be delivered to the
Rights Agent for cancellation or in canceled form, or, if surrendered to
the Rights Agent, shall be canceled by it, and no Rights Certificates
shall be issued in lieu thereof, except as expressly permitted by any of
the provisions of this Agreement.  The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall
so cancel and retire, any other Rights Certificates purchased or
acquired by the Company otherwise than upon the exercise thereof.  The
Rights Agent shall deliver all canceled Rights Certificates to the
Company, or shall, at the written request of the Company, destroy such
canceled Rights Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

          Section 9.  Reservation and Availability of Capital Stock.
                      ---------------------------------------------
(a)  The Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued shares of
Preferred Stock (and, following the occurrence of a Triggering Event,
out of its authorized and unissued shares of Common Stock and/or other
securities or out of its authorized and issued shares held in its
treasury), the number of shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock and/or other securities)
that, as provided in this Agreement, including Section 11(a)(iii)
hereof, will be


                                  -14-


<PAGE>
<PAGE>
sufficient to permit the exercise in full of all outstanding Rights.

          (b)  So long as the shares of Preferred Stock (and,
following the occurrence of a Triggering Event, Common Stock and/or
other securities) issuable and deliverable upon the exercise of the
Rights may be listed on any national securities exchange, the Company
shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for such issuance to be
listed on such exchange 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 on 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, a registration statement
under the Act with respect to the securities purchasable upon exercise
of the Rights on an appropriate form, (ii) cause such registration
statement to become effective as soon as practicable after such filing,
and (iii) cause such registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Act) until the
earlier of (A) the date as of which the Rights are no longer exercisable
for such securities, and (B) the date of the expiration of the Rights.
The Company will also take such action as may be appropriate under, or
to ensure compliance with, the securities or "blue sky" laws of the
various states in connection with the exercisability of the Rights.  The
Company may temporarily suspend, for a period of time not to exceed
ninety (90) days after the date set forth in clause (i) of the first
sentence of this Section 9(c), the exercisability of the Rights in order
to prepare and file such registration statement and permit it to become
effective.  Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect.  In addition, if the Company
shall determine that a registration statement is required following the
Distribution Date, and a Section 11(a)(ii) Event has not occurred, the
Company may temporarily suspend the exercisability of Rights until such
time as a registration statement has been declared effective.
Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction shall not have been obtained, the
exercise thereof shall not be permitted under applicable law or a
registration statement shall not have been declared effective.


                                  -15-

<PAGE>
<PAGE>

          (d)  The Company covenants and agrees that it will take all
such actions as may be necessary to ensure that all one one-hundredths
of a share of Preferred Stock (and, following the occurrence of a
Triggering Event, Common Stock and/or other securities) delivered upon
exercise of Rights shall, at the time of delivery of the certificates
for such shares (subject to payment of the Purchase Price), be duly and
validly authorized and issued and fully paid and nonassessable.

          (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 and of any certificates for a number of one
one-hundredths of a share of Preferred Stock (or Common Stock and/or
other securities, as the case may be) 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 a
number of one one-hundredths of a share of Preferred Stock (or Common
Stock and/or other securities, as the case may be) in respect of a name
other than that of, the registered holder of the Rights Certificates
evidencing Rights surrendered for exercise or to issue or deliver any
certificates for a number of one one-hundredths of a share of Preferred
Stock (or Common Stock and/or other securities, as the case may be) in a
name other than that of the registered holder upon the exercise of any
Rights until such tax shall have been paid (any such tax being payable
by the holder of such Rights Certificate at the time of surrender) or
until it has been established to the Company's satisfaction that no such
tax is due.

          Section 10.  Preferred Stock Record Date.  Each person in
                       ---------------------------
whose name any certificate for a number of one one-hundredths of a share
of Preferred Stock (or Common Stock and/or other securities, as the case
may be) is issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of such fractional shares of
Preferred Stock (or Common Stock and/or other securities, as the case
may be) 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 all 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
Common Stock and/or other securities, as the case may be) transfer books
of the Company are closed, such Person shall be deemed to have become
the record holder of such shares (fractional or otherwise) on, and such
certificate shall be


                                  -16-

<PAGE>
<PAGE>
dated, the next succeeding Business Day on which the Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books
of the Company are open.  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 shares or other
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.

          Section 11.  Adjustment of Purchase Price, Number and Kind
                       ---------------------------------------------
of Shares or Number of Rights.  The Purchase Price, the number and kind
-----------------------------
of shares covered by each Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this Section 11.

          (a)(i)  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 Preferred Stock, (C) combine the outstanding Preferred
     Stock into a smaller number of shares, or (D) issue any shares of
     its capital stock in a reclassification of the Preferred Stock
     (including any 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) and Section 7(e) hereof, the Purchase Price in
     effect at the time of the record date for such dividend or of the
     effective date of such subdivision, combination or
     reclassification, and the number and kind of shares of Preferred
     Stock or capital stock, as the case may be, issuable on such date,
     shall be proportionately adjusted so that the holder of any Right
     exercised after such time shall be entitled to receive, upon
     payment of the Purchase Price then in effect, the aggregate number
     and kind of shares of Preferred Stock or capital stock, as the
     case may be, which, if such Right 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.  If an
     event occurs which would require an adjustment under both this
     Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment
     provided


                                  -17-

<PAGE>
<PAGE>

     for in this Section 11(a)(i) shall be in addition to, and shall be
     made prior to, any adjustment required pursuant to Section
     11(a)(ii) hereof.

          (ii)  In the event 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 Person
     organized, appointed or established by the Company for or pursuant
     to the terms of any such plan), alone or together with its
     Affiliates and Associates, shall, at any time after the Rights
     Dividend Declaration Date, become an Acquiring Person, then each
     holder of a Right (except as provided below and in Section 7(e)
     hereof) shall thereafter have the right to receive, upon exercise
     thereof at the then current Purchase Price in accordance with the
     terms of this Agreement, in lieu of a number of one one-hundredths
     of a share of Preferred Stock, such number of shares of Common
     Stock of the Company as shall equal the result obtained by (x)
     multiplying the then current Purchase Price by the then number of
     one one-hundredths of a share of Preferred Stock for which a Right
     was exercisable immediately prior to the first occurrence of a
     Section 11(a)(ii) Event and (y) dividing that product (which,
     following such first occurrence shall thereafter be referred to as
     the "Purchase Price" for each Right and for all purposes of this
     Agreement) by 50% of the current market price (determined pursuant
     to Section 11(d) hereof) per share of Common Stock on the date of
     such first occurrence (such number of shares, the "Adjustment
     Shares").

          (iii)  In the event that the number of shares of Common
     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, is not sufficient
     to permit the exercise in full of the Rights in accordance with
     the foregoing subparagraph (ii) of this Section 11(a), the Company
     shall:  (A) determine the value of the Adjustment Shares issuable
     upon the exercise of a Right (the "Current Value"), and (B) with
     respect to each Right, make adequate provision to substitute for
     the Adjustment Shares, upon payment of the applicable Purchase
     Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common
     Stock or other equity securities of the Company (including,
     without limitation, shares, or units of shares, of preferred
     stock, such as the Preferred Stock, which the Board of Directors
     of the Company has deemed to have the


                                  -18-

<PAGE>
<PAGE>

     same value or economic rights as shares of Common Stock (such
     shares of preferred stock, "common stock equivalents")), (4) debt
     securities of the Company, (5) other assets, or (6) any
     combination of the foregoing, having an aggregate value equal to
     the Current Value (less the amount of any reduction in the
     Purchase Price), where such aggregate value has been determined by
     the Board of Directors of the Company based upon the advice of a
     nationally recognized investment banking firm selected by the
     Board of Directors of the Company; 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
     first occurrence of a Section 11(a)(ii) Event (the "Section
     11(a)(ii) Trigger Date"), then the Company shall be obligated to
     deliver, upon the surrender for exercise of a Right and without
     requiring payment of the Purchase Price, shares of Common Stock
     (to the extent available) and then, if necessary, cash, which
     shares and/or cash have an aggregate value equal to the Spread.
     For purposes of the preceding sentence, the term "Spread" shall
     mean the excess of (i) the Current Value over (ii) the Purchase
     Price.  If the Board of Directors of the Company shall determine
     in good faith that it is likely that sufficient additional shares
     of Common Stock could be authorized for issuance upon exercise in
     full of the Rights, the thirty (30) day period set forth above may
     be extended to the extent necessary, but not more than ninety (90)
     days after the Section 11(a)(ii) Trigger Date, in order that the
     Company may seek stockholder approval for the authorization of
     such additional shares (such thirty (30) day period, as it may be
     extended, the "Substitution Period").  To the extent that action
     is to be taken pursuant to the first and/or third sentences of
     this Section 11(a)(iii), the Company (x) shall provide, subject to
     Section 7(e) hereof, that such action shall apply uniformly to all
     outstanding Rights, and (y) may suspend the exercisability of the
     Rights until the expiration of the Substitution Period in order to
     seek such stockholder approval for such authorization of
     additional shares and/or to decide the appropriate form of
     distribution to be made pursuant to such first sentence and to
     determine the value thereof.  In the event of any such suspension,
     the Company shall issue a public announcement stating that the
     exercisability of the Rights has been temporarily suspended, as
     well as a public announcement at such time as the suspension is no
     longer in effect.  For purposes of this Section 11(a)(iii), the
     value of each Adjustment Share shall be the current market price
     (as determined pursuant to Section 11(d) hereof) per share of


                                  -19-

<PAGE>
<PAGE>

     the Common Stock on the Section 11(a)(ii) Trigger Date and the
     value of any "common stock equivalent" shall be deemed to equal
     the current market price (as determined pursuant to Section 11(d)
     hereof) per share of the Common Stock on such date.

          (b)  In case the Company shall fix a record date for the
     issuance of rights (other than the Rights), options or warrants to
     all holders of Preferred Stock entitling them to subscribe for or
     purchase (for a period expiring within forty-five (45) calendar
     days after such record date) Preferred Stock (or shares having the
     same rights, privileges and preferences as the shares of Preferred
     Stock ("equivalent preferred stock")) or securities convertible
     into Preferred Stock or equivalent preferred stock at a price per
     share of Preferred Stock or per share of equivalent preferred
     stock (or having a conversion price per share, if a security
     convertible into Preferred Stock or equivalent preferred stock)
     less than the current market price (as determined pursuant to
     Section 11(d) hereof) per share of Preferred Stock 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 shares of Preferred Stock
     outstanding on such record date, plus the number of shares of
     Preferred Stock which the aggregate offering price of the total
     number of shares of Preferred Stock and/or equivalent preferred
     stock 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 shares of Preferred Stock outstanding
     on such record date, plus the number of additional shares of
     Preferred Stock and/ or equivalent preferred stock 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 by delivery of consideration
     part or all of which may be in a form other than cash, the value
     of such consideration shall be as determined in good faith by the
     Board of Directors of the Company, whose determination shall be
     described in a statement filed with the Rights Agent and shall be
     binding on the Rights Agent and the holders of the Rights.  Shares
     of Preferred Stock owned by or held for the account of the Company
     shall not be


                                  -20-

<PAGE>
<PAGE>

     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 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 Preferred Stock (including any such
     distribution made in connection with a consolidation or merger in
     which the Company is the continuing corporation) of evidences of
     indebtedness, cash (other than a regular quarterly cash dividend
     out of the earnings or retained earnings of the Company), assets
     (other than a dividend payable in Preferred Stock, but including
     any dividend payable in stock other than Preferred Stock) or
     subscription rights or warrants (excluding those referred to in
     Section 11(b) hereof), the Purchase Price to be in effect after
     such record date shall be determined by multiplying the Purchase
     Price in effect immediately prior to such record date by a
     fraction, the numerator of which shall be the current market price
     (as determined pursuant to Section 11(d) hereof) per share of
     Preferred Stock on such record date, less the fair market value
     (as determined in good faith by the Board of Directors of the
     Company, whose determination shall be described in a statement
     filed with the Rights Agent and shall be binding on the Rights
     Agent and the holders of the Rights) of the portion of the cash,
     assets or evidences of indebtedness so to be distributed or of
     such subscription rights or warrants applicable to a share of
     Preferred Stock and the denominator of which shall be such current
     market price (as determined pursuant to Section 11(d) hereof) per
     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 be adjusted to be the Purchase Price which would have been
     in effect if such record date had not been fixed.

          (d)  (i) For the purpose of any computation hereunder, other
     than computations made pursuant to Section 11(a)(iii) hereof, the
     "current market price" per share of Common Stock on any date shall
     be deemed to be the average of the daily closing prices per share


                                  -21-

<PAGE>
<PAGE>

     of such Common Stock for the thirty (30) consecutive Trading Days
     (as such term is hereinafter defined) immediately prior to such
     date, and for purposes of computations made pursuant to Section
     11(a)(iii) hereof, the "current market price" per share of Common
     Stock on any date shall be deemed to be the average of the daily
     closing prices per share of such Common Stock for the ten (10)
     consecutive Trading Days immediately following such date;
     provided, however, that in the event that the current market
     --------  -------
     price per share of the Common Stock is determined during a period
     following the announcement by the issuer of such Common Stock of
     (A) a dividend or distribution on such Common Stock payable in
     shares of such Common Stock or securities convertible into shares
     of such Common Stock (other than the Rights), or (B) any
     subdivision, combination or reclassification of such Common Stock,
     and the ex-dividend date for such dividend or distribution, or the
     record date for such subdivision, combination or reclassification
     shall not have occurred prior to the commencement of the requisite
     thirty (30) Trading Day or ten (10) Trading Day period, as set
     forth above, then, and in each such case, the "current market
     price" shall be properly adjusted to take into account any trading
     during the period prior to such ex-dividend date or record date.
     The closing price for each day shall be the last sale price,
     regular way, or, in case no such sale takes place on such day, the
     average of the closing bid and asked prices, regular way, in
     either case as reported in the principal consolidated transaction
     reporting system with respect to securities listed or admitted to
     trading on the New York Stock Exchange or, if the shares of Common
     Stock are not listed or admitted to trading on the New York Stock
     Exchange, as reported in the principal consolidated transaction
     reporting system with respect to securities listed on the
     principal national securities exchange on which the shares of
     Common Stock are listed or admitted to trading or, if the shares
     of Common Stock are not listed or admitted to trading on any
     national securities exchange, the last quoted price or, if not so
     quoted, the average of the high bid and low asked prices in the
     over-the-counter market, as reported by the National Association
     of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
     or such other system then in use, or, if on any such date the
     shares of Common Stock are not quoted by any such organization,
     the average of the closing bid and asked


                                  -22-

<PAGE>
<PAGE>

     prices as furnished by a professional market maker making a market
     in the Common Stock selected by the Board of Directors of the
     Company.  If on any such date no market maker is making a market
     in the Common Stock, the fair value of such shares on such date as
     determined in good faith by the Board of Directors of the Company
     shall be used.  The term "Trading Day" shall mean a day on which
     the principal national securities exchange on which the shares of
     Common Stock are listed or admitted to trading is open for the
     transaction of business or, if the shares of Common Stock are not
     listed or admitted to trading on any national securities exchange,
     a Business Day.  If the Common Stock is not publicly held or not
     so listed or traded, "current market price" per share shall mean
     the fair value per share as determined in good faith by the Board
     of Directors of the Company, whose determination shall be
     described in a statement filed with the Rights Agent and shall be
     conclusive for all purposes.

          (ii) For the purpose of any computation hereunder, the
     "current market price" per share of Preferred Stock shall be
     determined in the same manner as set forth above for the Common
     Stock in clause (i) of this Section 11(d) (other than the last
     sentence thereof).  If the current market price per share of
     Preferred Stock cannot be determined in the manner provided above,
     or if the Preferred Stock is not publicly held or listed or traded
     in a manner described in clause (i) of this Section 11(d), the
     "current market price" per share of Preferred Stock shall be
     conclusively deemed to be an amount equal to 100 (as such number
     may be appropriately adjusted for such events as stock splits,
     stock dividends and recapitalizations with respect to the Common
     Stock occurring after the date of this Agreement) multiplied by
     the current market price per share of the Common Stock.  If
     neither the Common Stock nor the Preferred Stock is publicly held
     or so listed or traded, "current market price" per share of the
     Preferred Stock shall mean the fair value per share as determined
     in good faith by the Board of Directors of the Company, whose
     determination shall be described in a statement filed with the
     Rights Agent and shall be binding on the Rights Agent and the
     holders of the Rights.  For all purposes of this Agreement, the
     "current market price" of one one-hundredth of a share of
     Preferred Stock shall be equal to the "current


                                  -23-

<PAGE>
<PAGE>

     market price" of one share of Preferred Stock divided by 100.

          (e)  Anything herein to the contrary notwithstanding, no
     adjustment in the Purchase Price shall be required unless such
     adjustment would require an increase or decrease of at least one
     percent (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
     ten-thousandth of a share of Common Stock or other share or one
     one-millionth of a share of Preferred Stock, as the case may be.
     Notwithstanding the first sentence of this Section 11(e), any
     adjustment required by this Section 11 shall be made no later than
     the earlier of (i) three (3) years from the date of the
     transaction which mandates such adjustment, or (ii) the Expiration
     Date.

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


                                  -24-

<PAGE>
<PAGE>

     calculations made in Sections 11(b) and (c), each Right
     outstanding immediately prior to the making of such adjustment
     shall thereafter evidence the right to purchase, at the adjusted
     Purchase Price, that number of one-hundredths of a share of
     Preferred Stock (calculated to the nearest one-millionth) obtained
     by (i) multiplying (x) the number of one one-hundredths of a share
     covered by a Right immediately prior to this adjustment, by (y)
     the Purchase Price in effect immediately prior to such adjustment
     of the Purchase Price, and (ii) dividing the product so obtained
     by the Purchase Price in effect immediately after such adjustment
     of the Purchase Price.

          (i)  The Company may elect on or after the date of any
     adjustment of the Purchase Price to adjust the number of Rights,
     in lieu of any adjustment in the number of one one-hundredths of a
     share of Preferred Stock purchasable upon the exercise of a Right.
     Each of the Rights outstanding after the adjustment in the number
     of Rights shall be exercisable for the number of one one-
     hundredths of a share 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-ten-
     thousandth) obtained by dividing the Purchase Price in effect
     immediately prior to adjustment of the Purchase Price by the
     Purchase Price in effect immediately after adjustment of the
     Purchase Price.  The Company shall make a public announcement of
     its election to adjust the number of Rights, indicating the record
     date for the adjustment, and, if known at the time, the amount of
     the adjustment to be made.  This record date may be the date on
     which the Purchase Price is adjusted or any day thereafter, but,
     if the Rights Certificates have been issued, shall be at least ten
     (10) 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 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


                                  -25-

<PAGE>
<PAGE>

     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 so to be distributed shall be issued, executed
     and countersigned in the manner provided for herein (and may bear,
     at the option of the Company, the adjusted Purchase Price) and
     shall be registered in the names of the holders of record of
     Rights Certificates on the record date specified in the public
     announcement.

          (j)  Irrespective of any adjustment or change in the
     Purchase Price or the number of one one-hundredths of a share 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 one one-hundredth of a share and
     the number of one one-hundredths of a share 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 stated value, if any,
     of the number of one one-hundredths of a share 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 shares 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 issuance to the holder of
     any Right exercised after such record date the number of one one-
     hundredths of a share of Preferred Stock and other capital stock
     or securities of the Company, if any, issuable upon such exercise
     over and above the number of one one-hundredths of a share 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


                                  -26-

<PAGE>
<PAGE>

     instrument evidencing such holder's right to receive such
     additional shares (fractional or otherwise) or securities 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
     the Board of Directors of the Company, in its good faith judgment,
     shall determine to be advisable in order that any (i)
     consolidation or subdivision of the Preferred Stock, (ii) issuance
     wholly for cash of any shares of Preferred Stock at less than the
     current market price, (iii) issuance wholly for cash of shares of
     Preferred Stock or securities which by their terms are convertible
     into or exchangeable for shares of Preferred Stock, (iv) stock
     dividends or (v) issuance of rights, options or warrants referred
     to in this Section 11, hereafter made by the Company to holders of
     its Preferred Stock shall not be taxable to such stockholders.

          (n)  The Company covenants and agrees that it 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 which complies with Section 11(o) hereof), (ii) merge
     with or into any other Person (other than a Subsidiary of the
     Company in a transaction which complies with Section 11(o)
     hereof), or (iii) sell or transfer (or permit any Subsidiary to
     sell or transfer), in one transaction, or a series of related
     transactions, assets or earning power aggregating more than 50% of
     the assets or earning power of the Company and its Subsidiaries
     (taken as a whole) to any other Person or Persons (other than the
     Company and/or any of its Subsidiaries in one or more transactions
     each of which complies with Section 11(o) hereof), if (x) at the
     time of or immediately after such consolidation, merger, sale or
     transfer 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, sale or transfer, the stockholders of the Person who


                                  -27-

<PAGE>
<PAGE>

     constitutes, or would constitute, the "Principal Party" for
     purposes of Section 13(a) hereof shall have received a
     distribution of Rights previously owned by such Person or any of
     its Affiliates and Associates.

          (o)  The Company covenants and agrees that, after the
     Distribution Date, it will not, except as permitted by Section 23
     or Section 27 hereof, take (or permit any Subsidiary to take) any
     action 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 the Company shall at any time after
     the Rights Dividend Declaration Date and prior to the Distribution
     Date (i) declare a dividend on the outstanding shares of Common
     Stock payable in shares of Common Stock, (ii) subdivide the
     outstanding shares of Common Stock, or (iii) combine the
     outstanding shares of Common Stock into a smaller number of
     shares, the number of Rights associated with each share of Common
     Stock then outstanding, or issued or delivered thereafter but
     prior to the Distribution Date, shall be proportionately adjusted
     so that the number of Rights thereafter associated with each share
     of Common Stock following any such event shall equal the result
     obtained by multiplying the number of Rights associated with each
     share of Common Stock immediately prior to such event by a
     fraction the numerator of which shall be the total number of
     shares of Common Stock outstanding immediately prior to the
     occurrence of the event and the denominator of which shall be the
     total number of shares of Common Stock outstanding immediately
     following the occurrence of such event.

          Section 12.  Certificate of Adjusted Purchase Price or
                       -----------------------------------------
Number of Shares.  Whenever an adjustment is made as provided in
----------------
Section 11 and Section 13 hereof, the Company shall (a) promptly prepare
a certificate setting forth such adjustment and a brief statement of the
facts accounting for such adjustment, (b) promptly file with the Rights
Agent, and with each transfer agent for the Preferred Stock and the
Common Stock, a copy of such certificate, and (c) mail a brief summary
thereof to each holder of a Rights Certificate (or, if prior to the
Distribution Date, to each holder of a certificate representing shares
of Common Stock) in accordance with Section 26 hereof.  The Rights Agent
shall be fully protected in relying on any such certificate and


                                  -28-

<PAGE>
<PAGE>

on any adjustment therein contained 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)  In the event that, following the Stock 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) hereof), 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) hereof) shall
consolidate with, or merge with or into, the Company, and the Company
shall be the continuing or surviving corporation of such consolidation
or merger and, in connection with such consolidation or merger, all or
part of the outstanding shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or
any other property, or (z) the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise transfer),
in one transaction or a series of related transactions, assets or
earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any Person or
Persons (other than the Company or any Subsidiary of the Company in one
or more transactions each of which complies with Section 11(o) hereof),
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) hereof, shall
thereafter have the right to receive upon the exercise thereof at the
then current Purchase Price in accordance with the terms of this
Agreement, such number of validly authorized and issued, fully paid,
nonassessable and freely tradeable shares of Common Stock of the
Principal Party (as such term is hereinafter defined), not subject to
any liens, encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by (l) multiplying the
then current Purchase Price by the number of one one-hundredths of a
share 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 one one-hundredths of a share
of Preferred Stock for which a Right was exercisable immediately prior
to the first occurrence of a Section 11(a)(ii) Event by the Purchase
Price in effect immediately prior to such first occurrence), and
dividing that


                                  -29-

<PAGE>
<PAGE>

product (which, following the first occurrence of a Section 13 Event,
shall be referred to as the "Purchase Price" for each Right and for all
purposes of this Agreement) by (2) 50% of the current market price
(determined pursuant to Section 11(d)(i) hereof) per share of the Common
Stock of such Principal Party on the date of consummation of such
Section 13 Event; (ii) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such Section 13 Event, all the
obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such Principal
Party, it being specifically intended that the provisions of Section 11
hereof 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 assure that
the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to its shares of Common Stock thereafter
deliverable upon the exercise of the Rights; and (v) the provisions of
Section 11(a)(ii) hereof shall be of no effect 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), the Person that is
     the issuer of any securities into which shares of Common Stock of
     the Company are converted in such merger or consolidation, and if
     no securities are so issued, the Person that is the other party to
     such merger or consolidation; and

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

provided, however, that in any such case, (1) if the Common Stock of
--------  -------
such Person is not at such time and has not been continuously over the
preceding twelve (12) month period registered under Section 12 of the
Exchange Act, and such Person is a direct or indirect Subsidiary of
another Person the Common Stock of which is and has been so registered,
"Principal Party" shall refer to such other Person; and (2) in case such
Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stocks of two or more of which are and have been so
registered,



                                  -30-

<PAGE>
<PAGE>
"Principal Party" shall refer to whichever of such Persons is the issuer
of the Common Stock having the greatest aggregate market value.

          (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 its 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, as soon as practicable after the date of any
consolidation, merger, sale or transfer of assets mentioned in paragraph
(a) of this Section 13, the Principal Party will:

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

          (ii)  will 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.

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).

          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



                                  -31-

<PAGE>
<PAGE>
fraction of the current market value of a whole Right.  For purposes of
this Section 14(a), the current market value of a whole Right shall be
the closing price of the Rights for the Trading Day immediately prior to
the date on which such fractional Rights would have been otherwise
issuable.  The closing price of the Rights for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed
or admitted to trading on the New York Stock Exchange, as reported to
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which
the Rights are listed or admitted to trading, or if the Rights are not
listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use or, if on any such date the Rights are
not quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market
in the Rights selected by the Board of Directors of the Company.  If on
any such date no such market maker is making a market in the Rights the
fair value of the Rights on such date as determined in good faith by the
Board of Directors of the Company shall be used.

          (b)  The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral
multiples of one one-hundredth of a share of Preferred Stock) upon
exercise of the Rights or to distribute certificates which evidence
fractional shares of Preferred Stock (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred Stock).
Fractions of shares of Preferred Stock in integral multiples of one
one-hundredth of a share 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
shares represented by such depositary receipts.  In lieu of fractional
shares of Preferred Stock that are not integral multiples of one one-
hundredth 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


                                  -32-


<PAGE>
<PAGE>
provided an amount in cash equal to the same fraction of the current
market value of one one-hundredth of a share of Preferred Stock.  For
purposes of this Section 14(b), the current market value of one one-
hundredth of a share of Preferred Stock shall be one one-hundredth of
the closing price of a share of Preferred Stock (as determined pursuant
to Section 11(d)(ii) hereof) for the Trading Day immediately prior to
the date of such exercise.

          (c)  Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of Common
Stock upon exercise of the Rights or to distribute certificates which
evidence fractional shares of Common Stock.  In lieu of fractional
shares of Common 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 share of Common Stock.  For purposes of this Section
14(c), the current market value of one share of Common Stock shall be
the closing price of one share of Common Stock (as determined pursuant
to Section 11(d)(i) hereof) for the Trading Day immediately prior to the
date of such exercise.

          (d)  The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any
fractional shares upon exercise of a Right, except as permitted by this
Section 14.

          Section 15.  Rights of Action.  All rights of action in
                       ----------------
respect of this Agreement, other than rights of action vested in the
Rights Agent pursuant to Section 18 hereof, are vested in the respective
registered holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of the Common Stock); and any
registered holder of any Rights Certificate (or, prior to the
Distribution Date, of the 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 the Common Stock), may, in his own behalf
and for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise
act in respect of, his or her 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 shall be entitled to
specific performance of the obligations hereunder and injunctive relief
against actual or



                                  -33-

<PAGE>
<PAGE>
threatened violations of the obligations hereunder 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 holder of a Right that:

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

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

          (c)  subject to Section 6(a) and Section 7(f) hereof, the
     Company and the Rights Agent may deem and treat the person in
     whose name a 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 certificates
     made by anyone other than the Company or the Rights Agent) for all
     purposes whatsoever, and neither the Company nor the Rights Agent,
     subject to the last sentence of Section 7(e) hereof, shall be
     required to 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
                      --------  -------
     reasonable



                                  -34-

<PAGE>
<PAGE>
     efforts to have any such order, decree or ruling lifted or
     otherwise overturned as soon as possible.

          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 to be
the holder of the number of one one-hundredths of a share 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.
                       ---------------------------

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

          (b)  The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by
it in connection with its administration of this Agreement in reliance
upon any Rights Certificate or certificate for 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.

          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



                                  -35-

<PAGE>
<PAGE>
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any corporation succeeding to the corporate trust
or stock transfer 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, however, 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 a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at the time any of the Rights
Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Rights Certificates either in the name of the
predecessor or in the name of the successor Rights Agent; and in all
such cases such Rights Certificates shall have the full force provided
in the Rights Certificates and in this Agreement.

          (b)  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, by all of which the Company and the
holders of Rights Certificates, by their acceptance thereof, shall be
bound:

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

          (b)  Whenever in the performance of its duties under this
     Agreement the Rights Agent shall deem it


                                  -36-

<PAGE>
<PAGE>

     necessary or desirable that any fact or matter (including, without
     limitation, the identity of any Acquiring Person and the
     determination of "current market price") be proved or established
     by the Company prior to taking or suffering any action hereunder,
     such fact or matter (unless other evidence in respect thereof be
     herein specifically prescribed) may be deemed to be conclusively
     proved and established by a certificate signed by the Chairman,
     the President, any Vice President, the Treasurer, any Assistant
     Treasurer, the Secretary or any Assistant Secretary of the Company
     and delivered to the Rights Agent; and such certificate shall be
     full authorization to the Rights Agent for any action taken or
     suffered in good faith by it under the provisions of this
     Agreement in reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder only for its
     own gross negligence, bad faith or willful misconduct.

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

          (e)  The Rights Agent shall not be under any responsibility
     in respect of the validity of this Agreement or the execution and
     delivery hereof (except the due execution hereof by the Rights
     Agent) or in respect of the validity or execution of any Rights
     Certificate (except its countersignature thereof); nor shall it be
     responsible for any breach by the Company of any covenant or
     condition contained in this Agreement or in any Rights
     Certificate; nor shall it be responsible for any adjustment
     required under the provisions of Section 11, Section 13 or
     Section 24 hereof or responsible for the manner, method or amount
     of any such adjustment or the ascertaining of the existence of
     facts that would require any such adjustment (except with respect
     to the exercise of Rights evidenced by Rights Certificates after
     actual notice of any such adjustment); nor shall it by any act
     hereunder be deemed to make any representation or


                                  -37-

<PAGE>
<PAGE>

     warranty as to the authorization or reservation of any shares of
     Common Stock or Preferred Stock to be issued pursuant to this
     Agreement or any Rights Certificate or as to whether any shares of
     Common Stock or Preferred Stock will, when so issued, be validly
     authorized and issued, fully paid and nonassessable.

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

          (g)  The Rights Agent is hereby authorized and directed to
     accept instructions with respect to the performance of its duties
     hereunder from the Chairman, the President, any Vice President,
     the Secretary, any Assistant Secretary, the Treasurer or any
     Assistant Treasurer of the Company, and to apply to such officers
     for advice or instructions in connection with its duties, and it
     shall not be liable for any action taken or suffered to be taken
     by it in good faith in accordance with instructions of any such
     officer.

          (h)  The Rights Agent and any stockholder, director, officer
     or employee of the Rights Agent may buy, sell or deal in any of
     the Rights or other securities of the Company or become
     pecuniarily interested in any transaction in which the Company may
     be interested, or contract with or lend money to the Company or
     otherwise act as fully and freely as though it were not 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, however, that reasonable care
                            --------  -------
     was exercised in the selection and continued employment thereof.


                                  -38-

<PAGE>
<PAGE>

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

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

          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 and
Preferred Stock, by registered or certified mail, and to the holders of
the Rights Certificates by first-class mail.  The Company may remove the
Rights Agent or any successor Rights Agent upon 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 and
Preferred Stock, by registered or certified mail, and to the holders of
the Rights Certificates by first-class mail.  If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent.  If the Company
shall fail to make such appointment within 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 his or her Rights Certificate for
inspection by the Company), then any registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United States or of
the State of Missouri (or of any other state of the United States so
long as such corporation is authorized to do business as a banking
institution in the State of Missouri), in good standing, having an
office or



                                  -39-

<PAGE>
<PAGE>
agency in the State of New York, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has
at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50,000,000.  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
reasonable assurance, conveyance, act or deed necessary for the purpose.
Not later than the effective date of any such appointment, the Company
shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and the 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 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 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 redemption or expiration of the
Rights, the Company (a) shall, with respect to shares of Common Stock so
issued or sold pursuant to the exercise of stock options or under any
employee plan or arrangement, granted or awarded prior to the
Distribution Date, or upon the exercise, conversion or exchange of
securities hereinafter issued by the Company, and (b) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of
the Company, issue Rights Certificates representing an appropriate
number of Rights in connection with such issuance or sale; provided,
                                                           --------
however, that (i) no such Rights Certificate shall be issued if, and
-------
to the extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax
consequences to the Company or the Person to whom such Rights
Certificate would be issued, and (ii) no such Rights Certificate shall
be issued



                                  -40-

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

          Section 23.  Redemption and Termination.
                       --------------------------

          (a)  The Board of Directors of the Company may, at its
option, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all of the then
outstanding Rights at a redemption price of $.01 per Right, as such
amount may be appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption
Price").  The Company may, at its option, pay the Redemption Price in
cash, shares of Common Stock (based on the "current market price", as
defined in Section 11(d)(i) hereof, of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the
Board of Directors.  The redemption of the Rights by the Board of
Directors may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion may
establish.

          (b)  Immediately upon the action of the Board of Directors
of the Company ordering the redemption of the Rights, evidence of which
shall be filed with the Rights Agent, 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 for each Right so held.  Promptly after the action
of the Board of Directors ordering the redemption of the Rights, the
Company shall give notice of such redemption to the Rights Agent and the
holders of the then outstanding Rights by mailing such notice to all
such holders at each holder's last address as it appears 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.


                                  -41-

<PAGE>
<PAGE>

          Section 24.  Exchange.
                       --------

          (a)  The Board of Directors of the Company may, at its
option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the
provisions of Section 7(e) hereof) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio").  Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, or any Person organized, appointed or
established by the Company for or pursuant to the terms of any such
plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of fifty percent (50%) or more of the
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 shares of Common Stock equal to the number of
such Rights held by such holder multiplied by the Exchange Ratio.  The
Company shall promptly give public notice of any exchange; provided,
                                                           --------
however, that the failure to give, or any defect in, such notice shall
-------
not affect the validity of such exchange.  The Company promptly shall
mail a notice of any such exchange to all of the holders of such Rights
at their last addresses as they appear upon the registry books of the
Rights Agent.  Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange
of the Common 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 will be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of
Section 7(e) hereof) held by each holder of Rights.

          (c)  In any exchange pursuant to this Section 24, the
Company, at its option, may substitute shares of Preferred Stock (or
equivalent preferred stock, as such term is defined in paragraph (b) of
Section 11 hereof) for shares of Common Stock



                                  -42-

<PAGE>
<PAGE>
exchangeable for Rights, at the initial rate of one one-hundredth of a
share of Preferred Stock (or equivalent preferred stock) for each share
of Common Stock, as appropriately adjusted to reflect adjustments in the
voting rights of the Preferred Stock pursuant to the terms thereof, so
that the fraction of a share of Preferred Stock delivered in lieu of
each share of Common Stock shall have the same voting rights as one
share of Common Stock.

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

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


          Section 25.  Notice of Certain Events.
                       ------------------------

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



                                  -43-

<PAGE>
<PAGE>
or other transfer), in one transaction or a series of related
transactions, of more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company and/or any of its Subsidiaries in one or
more transactions each of which complies with Section 11(o) hereof), or
(v) to effect the liquidation, dissolution or winding up of the Company,
then, in each such case, the Company shall give to each holder of a
Rights Certificate, to the extent feasible and in accordance with
Section 26 hereof, a notice of such proposed action, which shall specify
the record date for the purposes of such stock dividend, 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 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 twenty (20) days prior to
the record date for determining holders of the shares of Preferred Stock
for purposes of such action, and in the case of any such other action,
at least twenty (20) 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 Preferred Stock, whichever shall be the earlier.

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

          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:


          Hussmann International, Inc.
          12999 St. Charles Rock Road
          Bridgeton, MO  63044
          Attention:  General Counsel



                                  -44-

<PAGE>
<PAGE>

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

          First Chicago Trust Company of New York
          P.O. Box 2507
          Suite 4660
          Jersey City, New Jersey  07303-2507
          Attention:  Tenders & Exchanges Administration

Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Rights Certificate
(or, if prior to the Distribution Date, to the holder of certificates
representing shares of Common Stock) shall be sufficiently given or made
if sent by first-class mail, 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.  The Company may
                       --------------------------
from time to time supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order to cure any
ambiguity, to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to the Rights which the Company
may deem necessary or desirable, any such supplement or amendment to be
evidenced by a writing signed by the Company and the Rights Agent;
provided, 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.  Prior to the Distribution Date, the interest of the holders of
Rights shall be deemed coincident with the interests of the holders of
Common Stock.  Without limiting the foregoing, the Company may at any
time prior to such time as any Person becomes an Acquiring Person amend
this Agreement (a) to lower the thresholds set forth in Sections 1(a)
and 3(a) to a percentage that (subject to exceptions for specified
Persons or Groups excepted from the definition of "Acquiring Person") is
not less than the greater of (i) the sum of .001% and the largest
percentage of the outstanding shares of Common Stock then known by the
Company to be beneficially owned 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, any Person organized, appointed or
established by the Company for or



                                  -45-

<PAGE>
<PAGE>
pursuant to the terms of any such plan or, to the extent excepted from
the definition of "Acquiring Person", other specified Persons or Groups)
and (ii) 10.0% or (b) to raise the thresholds set forth in Sections 1(a)
and 3(a) to a percentage that is not greater than 20.0%.

          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.  Determination and Actions by the Board of
                       -----------------------------------------
Directors, etc.  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)(l)(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 of Directors of the Company or
to 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, but not limited to, a
determination to redeem or not redeem the Rights or to amend this
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 of Directors of the Company in good faith shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties, and (y) not subject the Board of
Directors of the Company to any liability to the holders of the Rights.

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


                                  -46-

<PAGE>
<PAGE>

          Section 31.  Severability.  If any term, provision,
                       ------------
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

          Section 32.  Governing Law.  This Agreement, each Right
                       -------------
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 made and to be performed entirely
within such State.

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

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

          Section 35.  Book-Entry Account Statements.  Except where
                       -----------------------------
the context otherwise indicates (a) if at any time or from time to time
the Company determines that shares of Common Stock shall be evidenced by
book-entry account statements or similar instruments or documents
("Book-Entry Account Statements"), then all references in this Agreement
to certificates for Common Stock or certificates for shares of Common
Stock shall be deemed to include such Book-Entry Account Statements
which evidence such shares of Common Stock, (b) if at any time or from
time to time the Company determines that after the Distribution Date the
Rights shall be evidenced by Book-Entry Account Statements, then all
references in this Agreement to certificates for Rights or Rights
Certificates shall be deemed to include such Book-Entry Account
Statements which evidence such Rights and (c) if at any time or from
time to time the Company determines that shares of Preferred Stock
issued upon the exercise of Rights shall be evidenced by Book-Entry
Account Statements, then all references in this Agreement to
certificates for such shares of Preferred Stock shall be deemed to
include such Book-Entry Account Statements which evidence such shares of
Preferred Stock.


                                  -47-

<PAGE>
<PAGE>

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

Attest:                            HUSSMANN INTERNATIONAL, INC.


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





Attest:                            FIRST CHICAGO TRUST COMPANY
                                   OF NEW YORK



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



                                  -48-


<PAGE>
<PAGE>

                                                              Exhibit A




                       CERTIFICATE OF DESIGNATION
                                   OF
             SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                   OF
                      HUSSMANN INTERNATIONAL, INC.




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

                     Pursuant to Section 151 of the
            General Corporation Law of the State of Delaware

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


          The undersigned do hereby certify that the following
resolution was duly adopted by the Board of Directors of Hussmann
International, Inc., a Delaware corporation (the "Corporation"), on
December 31, 1997:

          RESOLVED, that pursuant to the authority vested in the board
of directors of the Corporation by the Certificate of Incorporation, the
Board of Directors does hereby create, authorize and provide for the
issue of a series of Preferred Stock, par value $.001 per share, of the
Corporation, to be designated "Series A Junior Participating Preferred
Stock" (hereinafter referred to as the "Series A Preferred Stock"),
initially consisting of _________ shares, and to the extent that the
designations, powers, preferences and relative and other special rights
and the qualifications, limitations or restrictions of the Series A
Preferred Stock are not stated and expressed in the Certificate of
Incorporation, does hereby fix and herein state and express such
designations, powers, preferences and relative and other special rights
and the qualifications, limitations and restrictions thereof, as follows
(all terms used herein which are defined in the Certificate of
Incorporation shall be deemed to have the meanings provided therein):

          Section 1.  Designation and Amount.  The shares of such
                      ----------------------
series shall be designated as "Series A Junior Participating Preferred
Stock" and the number of shares constituting such series shall be
_________.



<PAGE>
<PAGE>

          Section 2.  Dividends and Distributions.
                      ---------------------------

          (A)  Subject to the prior and superior rights of the holders
of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends
payable in cash on the first business day of January, April, July and
October in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of
a share of Series A Preferred Stock, in an amount per share (rounded to
the nearest cent) equal to the greater of (a) $.01 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per
share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or
a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, par value
$.001 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Preferred Stock.  In the
event the Corporation shall at any time after December 31, 1997 (the
"Rights Declaration Date") (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a small number
of shares, then in each 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 Series A Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common
Stock); provided, however, that, in the event no dividend or
        --------  -------
distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment



                                  A-2

<PAGE>
<PAGE>
Date, subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior to and superior to
the shares of Series A Preferred Stock with respect to dividends, a
dividend of $.01 per share on the Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

          (C)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series A Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from the
date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest.  Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.  The Board of Directors may fix a record
date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

          Section 3.  Voting Rights.
                      -------------

          The holders of shares of Series A Preferred Stock shall have
the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation.  In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator



                                  A-3

<PAGE>
<PAGE>
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 or by law, the
holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock shall vote collectively as one class on all matters
submitted to a vote of stockholders of the Corporation.

          (C)  (i)  If at any time dividends on any Series A Preferred
     Stock shall be in arrears in an amount equal to six (6) quarterly
     dividends thereon, the occurrence of such contingency shall mark
     the beginning of a period (herein called a "default period") which
     shall extend until such time when all accrued and unpaid dividends
     for all previous quarterly dividend periods and for the current
     quarterly dividend period on all shares of Series A Preferred
     Stock then outstanding shall have been declared and paid or set
     apart for payment.  During each default period, all holders of
     Preferred Stock (including holders of the Series A Preferred
     Stock) with dividends in arrears in an amount equal to six (6)
     quarterly dividends thereon, voting as a class, irrespective of
     series, shall have the right to elect two (2) Directors.

          (ii)  During any default period, such voting right of the
     holders of Series A Preferred Stock may be exercised initially at
     a special meeting called pursuant to subparagraph (iii) of this
     Section 3(C) or at any annual meeting of stockholders, and
     thereafter at annual meetings of stockholders, provided that such
     voting right shall not be exercised unless the holders of ten
     percent (10%) in number of shares of Preferred Stock outstanding
     shall be present in person or by proxy.  The absence of a quorum
     of the holders of Common Stock shall not affect the exercise by
     the holders of Preferred Stock of such voting rights.  At any
     meeting at which the holders of Preferred Stock shall exercise
     such voting right initially during an existing default period,
     they shall have the right, voting as a class, to elect Directors
     to fill such vacancies, if any, in the Board of Directors as may
     then exist up to two (2) Directors or, if such right is exercised
     at an annual meeting, to elect two (2) Directors.  If the number
     which may be so elected at any special meeting does not amount to
     the required number, the holders of the Preferred Stock shall have
     the right to make such increase in the number of


                                  A-4

<PAGE>
<PAGE>

     Directors as shall be necessary to permit the election by them of
     the required number.  After the holders of the Preferred Stock
     shall have exercised their right to elect Directors in any default
     period and during the continuance of such period, the number of
     Directors shall not be increased or decreased except by vote of
     the holders of Preferred Stock as herein provided or pursuant to
     the rights of any equity securities ranking senior to or pari
                                                              ----
     passu with the Series A Preferred Stock.
     -----

          (iii)  Unless the holders of Preferred Stock shall, during
     an existing default period, have previously exercised their right
     to elect Directors, the Board of Directors may order, or any
     stockholder or stockholders owning in the aggregate not less than
     ten percent (10%) of the total number of shares of Preferred Stock
     outstanding, irrespective of series, may request, the calling of
     special meeting of the holders of Preferred Stock, which meeting
     shall thereupon be called by the Chairman, the President, a Vice
     President or the Secretary of the Corporation.  Notice of such
     meeting and of any annual meeting at which holders of Preferred
     Stock are entitled to vote pursuant to this paragraph (C)(iii)
     shall be given to each holder of record of Preferred Stock by
     mailing a copy of such notice to him or her at his or her last
     address as the same appears on the books of the Corporation.  Such
     meeting shall be called for a time not earlier than 10 days and
     not later than 50 days after such order or request, or in default
     of the calling of such meeting within 50 days after such order or
     request, such meeting may be called on similar notice by any
     stockholder or stockholders owning in the aggregate not less than
     ten percent (10%) of the total number of shares of Preferred Stock
     outstanding.  Notwithstanding the provisions of this paragraph
     (C)(iii), no such special meeting shall be called during the
     period within 50 days immediately preceding the date fixed for the
     next annual meeting of the stockholders.

          (iv)  In any default period, the holders of Common Stock,
     and, if applicable, other classes of capital stock of the
     Corporation, shall continue to be entitled to elect the whole
     number of Directors until the holders of Preferred Stock shall
     have exercised their right to elect two (2) Directors voting as a
     class, after the exercise of which right (x) the Directors so
     elected by the holders of Preferred Stock shall continue in office
     until their successors shall have been elected by such holders or
     until the expiration of the default period, and (y) any vacancy in


                                  A-5

<PAGE>
<PAGE>

     the Board of Directors may (except as provided in paragraph
     (C)(ii) of this Section 3) be filled by vote of a majority of the
     remaining Directors theretofore elected by the holders of the
     class of capital stock which elected the Director whose office
     shall have become vacant.  References in this paragraph (C) to
     Directors elected by the holders of a particular class of stock
     shall include Directors appointed by such Directors to fill
     vacancies as provided in clause (y) of the foregoing sentence.

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

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

          Section 4.  Certain Restrictions.
                      --------------------

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

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



                                  A-6

<PAGE>
<PAGE>

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

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

          (iv)  purchase or otherwise acquire for consideration any
     shares of Series A Preferred Stock, or any shares of capital 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.

          (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 Shares.
                      -----------------

          Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be



                                  A-7

<PAGE>
<PAGE>
reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

          Section 6.  Liquidation, Dissolution or Winding Up.
                      --------------------------------------

          (A)  Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution shall be
made to the holders of shares of capital stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference").  Following the payment of the full amount of
the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by (ii) 100
(as appropriately adjusted as set forth in subparagraph C below to
reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in
clause (ii), the "Adjustment Number").  Following the payment of the
full amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A Preferred
Stock and Common Stock, respectively, and the payment of liquidation
preferences of all other shares of capital stock which rank prior to or
on a parity with Series A Preferred Stock, holders of Series A Preferred
Stock and holders of shares of Common Stock shall receive their ratable
and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to 1 with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively.

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


                                  A-8

<PAGE>
<PAGE>

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

          Section 7.  Consolidation, Merger, etc.
                      --------------------------

          In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series A
Preferred Stock shall at the same time be similarly exchanged or changed
into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of
capital stock, securities, cash and/or any other property (payable in
kind), as the case may be, for which or into which each share of Common
Stock is exchanged or changed.  In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change
of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          Section 8.  No Redemption.
                      -------------

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

          Section 9.  Ranking.
                      -------

          The Series A Preferred Stock shall rank junior to all other
series of the Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, whether or


                                  A-9

<PAGE>
<PAGE>
not upon the dissolution, liquidation or winding up of the Corporation,
unless the terms of any such series shall provide otherwise.

          Section 10.  Amendment.
                       ---------

          The 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 a majority of the outstanding shares of Series A Preferred Stock,
voting separately as a class.

          Section 11.  Fractional Shares.
                       -----------------

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




                                  A-10

<PAGE>
<PAGE>

          IN WITNESS WHEREOF, Hussmann International, Inc. has caused
its corporate seal to be hereunto affixed and this certificate to be
signed by                               , its          , and the
          ------------------------------      ---------
same to be attested to by                  , its                  ,
                          -----------------      -----------------
this      day of January, 1998.
     ----



                                   HUSSMANN INTERNATIONAL, INC.



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




(Corporate Seal)

Attest:





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






                                  A-11


<PAGE>
<PAGE>
                                                               Exhibit B
                                                               ---------



                       [Form of Rights Certificate]


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


NOT EXERCISABLE AFTER DECEMBER 31, 2007 OR EARLIER IF REDEEMED BY THE
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON (AS SUCH TERM IS 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 SECTION 7(e) OF SUCH AGREEMENT.]<F*>



[FN]
--------------------
<F*> The portion of the legend in brackets shall be inserted only if
     applicable and shall replace the preceding sentence.

<PAGE>
<PAGE>
                           Rights Certificate

                      HUSSMANN INTERNATIONAL, INC.


          This certifies that _______________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of
which entitles the owner thereof, subject to the terms, provisions and
conditions of the Amended and Restated Rights Agreement, dated as of
July 15, 1999 (the "Rights Agreement"), between Hussmann International,
Inc., a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York, a New York corporation (the "Rights Agent"), to
purchase from the Company at any time prior to 5:00 P.M. (St. Louis
time) on December 31, 2007 at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one one-
hundredth of a fully paid, nonassessable share of Series A Junior
Participating Preferred Stock, par value $.001 per share (the "Preferred
Stock"), of the Company, at a purchase price of $150 per one one-
hundredth of a share (the "Purchase Price"), upon presentation and
surrender of this Rights Certificate with the Form of Election to
Purchase and related Certificate duly executed.  The number of Rights
evidenced by this Rights Certificate (and the number of shares which may
be purchased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number and Purchase Price as of
December 31, 1997, based on the Preferred Stock as constituted at such
date.  The Company reserves the right to require prior to the occurrence
of a Triggering Event (as such term is defined in the Rights Agreement)
that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.

          Upon the occurrence of a Section 11(a)(ii) Event (as such
term is defined in the Rights Agreement), if the Rights evidenced by
this Rights Certificate are beneficially owned by (i) an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined in the Rights Agreement), (ii) a transferee of
any such Acquiring Person, Associate or Affiliate, or (iii) under
certain circumstances specified in the Rights Agreement, a transferee of
a person who, after such transfer, became an Acquiring Person or an
Affiliate or Associate of such Person, such Rights shall become null and
void and no holder hereof shall have any right with respect to such
Rights from and after the occurrence of such Section 11(a)(ii) Event.



                                  B-2

<PAGE>
<PAGE>

          As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities
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, including Triggering 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, which limitations of
rights include the temporary suspension of the exercisability of such
Rights under the specific circumstances set forth in the Rights
Agreement.  Copies of the Rights Agreement are on file at the above-
mentioned office of the Rights Agent and are also available upon written
request to the Rights Agent.

          This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices 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 one one-hundredths of a share of Preferred Stock as the Rights
evidenced by the 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, in each case at the option of
the Company, be (i) redeemed by the Company at its option at a
redemption price of $.01 per Right or (ii) exchanged in whole or in part
for shares of Common Stock or other securities of the Company.
Immediately upon the action of the Board of Directors of the Company
authorizing redemption, the Rights will terminate and the only right of
the holders of Rights will be to receive the redemption price.

          No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a share
of Preferred Stock, which may, at the election of the



                                  B-3

<PAGE>
<PAGE>
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 shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of
shares of Preferred Stock or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders
(except as provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced
by this 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 manually or by
facsimile signature by the Rights Agent.

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


Dated as of           ,
            ------- --  ----

ATTEST:                            HUSSMANN INTERNATIONAL, INC.



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


Countersigned:


FIRST CHICAGO TRUST COMPANY
OF NEW YORK


By:
    --------------------
    Authorized Signature


                                  B-4

<PAGE>
<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:

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

          The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

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


Signature Guaranteed:




                                  B-5

<PAGE>
<PAGE>

                                NOTICE
                                ------


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


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


TO:  HUSSMANN INTERNATIONAL, INC.

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

Please insert social security
or other identifying number


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

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

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


                                  B-6

<PAGE>
<PAGE>

Please insert social security
or other identifying number


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

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


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

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

Signature Guaranteed:


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

          The undersigned hereby certifies by checking the appropriate
boxes that:

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

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


Dated:               ,
       --------------  ----    ----------------------------------------
                               Signature
Signature Guaranteed:


                                 NOTICE
                                 ------

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



                                  B-7

<PAGE>
<PAGE>
                                                                 Exhibit C



            SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
            ---------------------------------------------


          On December 31, 1997, the Board of Directors of Hussmann
International, Inc. (the "Company") declared a dividend distribution of
one Right for each outstanding share of the Company's common stock, par
value $.001 per share ("Common Stock"), to stockholders of record at the
close of business on January 30, 1998.  Each Right entitles the
registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $.001 per share (the "Preferred Stock"), at a
Purchase Price of $150 per Unit, subject to adjustment.  The description
and terms of the Rights are set forth in an Amended and Restated Rights
Agreement (the "Rights Agreement") dated as of July 15, 1999 between the
Company and First Chicago Trust Company of New York, as Rights Agent.

          Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
Rights certificates will be distributed.  The Rights will separate from
the Common Stock and the Distribution Date will occur upon the earlier
of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of
the outstanding shares of Common Stock (the "Stock Acquisition Date"),
or (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any person or
group becomes an Acquiring Person) following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of the outstanding shares of Common
Stock.

          Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with
and only with such Common Stock certificates, (ii) new Common Stock
certificates issued on or after January 30, 1998 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender
for transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.

          Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering



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Event (as defined below) that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock will be
issued.

          The Rights are not exercisable until the Distribution Date
and will expire at the close of business on December 31, 2007, unless
earlier redeemed by the Company as described below.

          As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, the
separate Rights certificates alone will represent the Rights.  Except as
otherwise provided in the Rights Agreement, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.

          In the event that, at any time following the Distribution
Date, a person or group becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, Common
Stock having a value equal to two times the exercise price of the Right.
If an insufficient number of shares of Common Stock is authorized for
issuance, then the Board would be required to substitute cash, property
or other securities of the Company for the Common Stock.
Notwithstanding any of the foregoing, following the occurrence of the
event set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.

          For example, at an exercise price of $150 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle
its holder to purchase $300 worth of Common Stock (or other
consideration, as noted above) for $150.  Assuming that the Common Stock
had a per share value of $15 at such time, the holder of each valid
Right would be entitled to purchase 20 shares of Common Stock for $150.

          In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the
surviving corporation, or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except
Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price
of the



                                  C-2

<PAGE>
<PAGE>
Right.  The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."  In
addition, the Rights may be exchanged, in whole or in part, for shares
of the Common Stock, or shares of Preferred Stock having essentially the
same value or economic rights as such shares.

          The purchase price payable, and the number of Units of
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 Preferred Stock, (ii) if holders
of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the
current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or
of subscription rights or warrants (other than those referred to above).

          With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of
the Purchase Price.  No fractional Units will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of
exercise.

          At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or
more of the outstanding shares of Common Stock, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such
person or group which will have become void), in whole or in part, at an
exchange ratio of one share of Common Stock, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).

          In general, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (payable in cash, Common Stock
or other consideration deemed appropriate by the Board of Directors) at
any time prior to any person or group becoming an Acquiring Person.
Immediately upon the action of the Board of Directors authorizing any
redemption, the Rights will terminate and the only right of the holders
of Rights will be to receive the redemption price.



                                  C-3

<PAGE>
<PAGE>

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

          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, including an amendment to lower certain thresholds described
above to not less than the greater of (i) the sum of .001% and the
largest percentage of the outstanding shares of Common Stock then known
to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, and (b) to raise such
thresholds to not more than 20%, except that from and after such time as
any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of
the holders of the Rights.

          A copy of the Rights Agreement is available free of charge
from the Rights Agent.  This description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.





                                  C-4