<PAGE>   1
                                                                    EXHIBIT 4.4

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                                S3 INCORPORATED,
                             a Delaware corporation


                                      and


                       THE FIRST NATIONAL BANK OF BOSTON,
                         a national banking association


                                  Rights Agent


                                  ____________



                                RIGHTS AGREEMENT



                            Dated as of May 14, 1997






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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>      <C>                                                                                                          <C>
1.       Certain Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

2.       Appointment of Rights Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

3.       Issue of Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

4.       Form of Rights Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

5.       Countersignature and Registration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

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

7.       Exercise of Rights; Purchase Price; Expiration Date of Rights  . . . . . . . . . . . . . . . . . . . . . . .  6

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

9.       Reservation and Availability of Preferred Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

10.      Preferred Stock Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

11.      Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights  . . . . . . . . . . . . . . . .  9

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

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

14.      Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18

15.      Fractional Rights and Fractional Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18

16.      Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19

17.      Agreement of Rights Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20

18.      Rights Certificate Holder Not Deemed a Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20

19.      Concerning the Rights Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20

20.      Merger or Consolidation or Change of Name of Rights Agent  . . . . . . . . . . . . . . . . . . . . . . . .   21

21.      Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21

22.      Change of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23

23.      Issuance of New Rights Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24

24.      Redemption, Termination and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24

25.      Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
</TABLE>




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<TABLE>
<S>                                                                                                                  <C>
26.      Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27

27.      Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27

28.      Determination and Actions by the Board of Directors, etc.  . . . . . . . . . . . . . . . . . . . . . . . .   27

29.      Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28

30.      Benefits of This Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28

31.      Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28

32.      Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28

33.      Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28

34.      Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29


Exhibit A -- Certificate of Designation of Series A Participating Preferred Stock . . . . . . . . . . . . . . . . .  A-1

Exhibit B -- Form of Rights Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  B-1

Exhibit C -- Form of Summary of Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  C-1
</TABLE>





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<PAGE>   4
                                RIGHTS AGREEMENT


         THIS AGREEMENT is dated as of May 14, 1997, between S3 INCORPORATED, a
Delaware corporation (the "Company"), and THE FIRST NATIONAL BANK OF BOSTON, a
national banking association (the "Rights Agent").

                              W I T N E S S E T H:

         WHEREAS, on May 14, 1997, 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, par value $0.0001 per share, of the
Company (the "Common Stock") outstanding as of the close of business on June 1,
1997 (the "Record Date"), and contemplates the issuance of one Right (subject
to adjustment as provided herein) for each share of Common Stock of the Company
issued between the Record Date and the earlier of the Distribution Date and the
Expiration Date, as such terms are hereinafter defined (with Rights also to be
issued in connection with certain issuances of Common Stock after the
Distribution Date, as provided more fully herein), each Right representing the
right to purchase one one-thousandth of a share of Series A Participating
Preferred Stock, par value $0.0001 per share, of the Company ("Preferred
Stock") having the rights, powers and preferences set forth in the form of
Certificate of Designation attached hereto as Exhibit A ("Certificate of
Designation"), upon the terms and subject to the conditions hereinafter set
forth (the "Rights").

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

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

                 (a)      "Acquiring Person" shall mean any Person (as such
         term is hereinafter defined) who or which, together with all
         Affiliates (as such term is hereinafter defined) and Associates (as
         such term is hereinafter defined) of such Person, shall be the
         Beneficial Owner (as such term is hereinafter defined) of securities
         representing 15% or more of the shares of Common Stock then
         outstanding or who was such a Beneficial Owner at any time on or after
         the date hereof, whether or not such Person continues to be the
         Beneficial Owner of securities representing 15% or more of the
         outstanding shares of Common Stock.  Notwithstanding the foregoing,
         (i) in no event shall a Person who or which, together with all
         Affiliates and Associates of such Person, is the Beneficial Owner of
         less than 15% of the Company's outstanding shares of Common Stock
         become an Acquiring Person solely as a result of a reduction of the
         number of shares of outstanding Common Stock, including repurchases of
         outstanding shares of Common Stock by the Company, which reduction
         increases the percentage of outstanding shares of Common Stock
         beneficially owned by such Person (provided that any subsequent
         increase in the amount of Common Stock beneficially owned by such
         Person, together with all Affiliates and Associates of such Person,
         without the prior writtenapproval of the Board of Directors of the
         Company shall cause such Person to be an Acquiring Person); (ii) the
         term Acquiring Person shall not mean (A) the Company, (B) any
         subsidiary of the Company (as such term is hereinafter defined), (C)
         any employee benefit plan of the Company or any of its subsidiaries,
         (D) any entity holding securities of the Company organized, appointed
         or established by the Company or any of its subsidiaries for or
         pursuant to the terms of any such plan, or (E) any underwriter acting
         in good faith in a firm commitment underwriting of an offering of the
         Company's securities pursuant to arrangements with the Company that
         have been approved by the Board of Directors of the Company (however,
         the exception provided by this clause (E) shall no longer be available
         in the event that any such





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<PAGE>   5
         underwriter is otherwise an Acquiring Person on or after the date
         which is forty days after the date of initial acquisition of the
         Company's securities by such underwriter in connection with such
         offering); and (iii) no Person shall be deemed to be an Acquiring
         Person if: (A) (1) any Schedule 13D under the Securities Exchange Act
         of 1934, as amended (the "Exchange Act"), or any comparable or
         successor report, filed (or required to be filed) by such Person does
         not (or would not) state any intention to or reserve the right to
         control or influence the management or policies of the Company or
         engage in any of the actions specified in Item 4 (or any comparable or
         successor Item) of such Schedule 13D (other than the disposition of
         Common Stock), (2) either (x) within two Business Days of being
         requested by the Company to advise the Company regarding the same,
         such Person certifies in writing to the Company that such Person
         acquired Beneficial Ownership of securities representing shares of
         Common Stock in excess of 15% inadvertently or without knowledge of
         the terms of the Rights, or (y) the Board of Directors of the Company
         determines in good faith that such Person has become an Acquiring
         Person inadvertently, (3) such Person divests as promptly as
         practicable a sufficient number of securities representing shares of
         Common Stock so that such Person shall not be deemed to be an
         Acquiring Person pursuant to the first sentence of this Section 1(a),
         and (4) promptly following such Person's divestiture of such
         securities, such Person certifies to the Board of Directors of the
         Company that such Person is no longer an Acquiring Person as defined
         pursuant to the first sentence of this Section 1(a); or (B) by reason
         of such Person's Beneficial Ownership of 15% or more of the
         outstanding shares of Common Stock on the date hereof if prior to the
         Record Date, such Person notifies the Board of Directors that such
         Person is no longer the Beneficial Owner of 15% or more of the then
         outstanding shares of Common Stock.

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

                 (c)      A Person shall be deemed the "Beneficial Owner" of,
         and shall be deemed to "beneficially own," any securities:

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

                          (ii)  which such Person or any of such Person's
                 Affiliates or Associates has (A) the right or obligation to
                 acquire (whether such right or obligation is exercisable or
                 effective 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 (other than the Rights),
                 warrants or options, or otherwise; provided, however, that a
                 Person shall not be deemed the "Beneficial Owner" of, or to
                 "beneficially own," securities tendered pursuant to a tender
                 or exchange offer made by such Person or any of such Person's
                 Affiliates or Associates until such tendered securities are
                 accepted for payment or exchange; or (B) the right to vote
                 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 clause (B) if the
                 agreement, arrangement or understanding to vote such security
                 (1) arises solely from a revocable proxy given in response to
                 a public proxy or consent solicitation made pursuant to, and
                 in accordance with, the applicable rules and regulations of
                 the Exchange Act and (2) is not also then reportable by such
                 Person on Schedule 13D under the Exchange Act (or any
                 comparable or successor report); or





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<PAGE>   6
                          (iii)  which are beneficially owned, directly or
                 indirectly, by any other Person (or any Affiliate or Associate
                 thereof) with which such Person or any of such Person's
                 Affiliates or Associates has any agreement, arrangement or
                 understanding (whether or not in writing) (other than
                 customary agreements with and between underwriters and selling
                 group members with respect to a bona fide public offering of
                 securities), or with which such Person or any of such Person's
                 Affiliates or Associates have otherwise formed a group, for
                 the purpose of acquiring, holding, voting (except pursuant to
                 a revocable proxy as described in clause (B) of subparagraph
                 (ii) of this paragraph (c)) or disposing of any securities of
                 the Company.

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

                 (e)      "Close of business" on any given date shall mean 5
         P.M., San Francisco time, on such date; provided, however, that if
         such date is not a Business Day it shall mean 5 P.M., San Francisco
         time, on the next succeeding Business Day.

                 (f)      "Common Stock" shall mean the Common Stock, par value
         $0.0001 per share, of the Company, except that "Common Stock" when
         used with reference to stock issued by any Person other than the
         Company shall mean the capital stock with the greatest voting power,
         or the equity securities or other equity interest having power to
         control or direct the management, of such Person or, if such Person is
         a subsidiary of another Person, of the Person which ultimately
         controls such first-mentioned Person and which has issued and
         outstanding such capital stock, equity securities or equity interests.

                 (g)      "Person" shall mean any individual, firm,
         corporation, partnership, limited liability company, joint venture,
         association, trust or other entity.

                 (h)      "Preferred Stock" shall mean the Series A
         Participating Preferred Stock, par value $0.0001 per share, of the
         Company.

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

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

                 (k)      "Voting power" shall mean the voting power of all
         securities of the Company then outstanding and generally entitled to
         vote for the election of directors of the Company.

         2.      Appointment of Rights Agent.  The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall prior to the Distribution Date
also be the holders of the Common Stock) in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment.  The
Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable.  In the event the Company appoints one or more
Co-Rights Agents, the respective duties of the Rights Agents and any Co-Rights
Agents shall be as the Company shall determine.





                                      -3-


<PAGE>   7
         3.      Issue of Rights Certificates.

         (a)     Until the earlier of (i) the Stock Acquisition Date or (ii)
the tenth day (or such later date as may be determined by action of the Board
of Directors) after the date of the commencement of, or first public
announcement of the intent of any Person (other than the Company, any
subsidiary of the Company, any employee benefit plan of the Company or any of
its subsidiaries, or any entity organized, appointed or established by the
Company or any of its subsidiaries for or pursuant to the terms of any such
plan) to commence (which intention to commence remains in effect for five
Business Days after such announcement), a tender or exchange offer which would
result in such Person becoming an Acquiring Person (including any such date
which is on or after the date of this Agreement and prior to the issuance of
the Rights) (the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights shall be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for 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 (and the right to
receive certificates therefor) shall be transferable only in connection with
the transfer of the underlying shares of Common Stock.  As soon as practicable
after the Distribution Date, the Rights Agent shall 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, a certificate for Rights, in substantially
the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right
for each share of Common Stock so held.  As of and after the Distribution Date,
the Rights shall be evidenced solely by such Rights Certificates.

         As soon as practicable following the Record Date, the Company shall
send a copy of a Summary of Rights, 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 (or earlier redemption, expiration or
termination of the Rights), the Rights shall be evidenced by such certificates
for the Common Stock together with the Summary of Rights and the registered
holders of the Common Stock shall also be the registered holders of the
associated Rights.  Until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the surrender for transfer of any of
the certificates for the Common Stock outstanding on the Record Date, even
without a copy of the Summary of Rights attached thereto, shall also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.

         (b)     Certificates issued for Common Stock (including, without
limitation, certificates issued upon transfer or exchange of Common Stock)
after the Record Date, but prior to the earlier of the Distribution Date or the
Expiration Date (as such term is hereinafter defined), shall be deemed also to
be certificates for Rights, and shall have impressed, printed, stamped, written
or otherwise affixed onto them the following legend:

                 This certificate also evidences and entitles the holder hereof
         to certain Rights as set forth in a Rights Agreement between S3
         Incorporated (the "Company") and The First National Bank of Boston
         (the "Rights Agent") dated as of May 14, 1997 (the "Rights
         Agreement"), the terms of which are hereby incorporated herein by
         reference and a copy of which is on file atthe principal offices of
         the Company.   Under certain circumstances, as set forth in the Rights
         Agreement, such Rights may be redeemed, may expire, or may be
         evidenced by separate Certificates and will no longer be evidenced by
         this Certificate.  The Company will mail to the holder of this
         certificate a copy of the Rights Agreement without charge within five
         days after receipt of a written request therefor.  Under certain
         circumstances, Rights issued to Acquiring Persons (as defined in the
         Rights Agreement) or certain related Persons and any subsequent holder
         of such Rights may become null and void.





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<PAGE>   8
With respect to such certificates containing the foregoing legend, until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), the Rights associated with the Common Stock represented by such
certificates shall be evidenced by such certificates alone, 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 certificate.

         4.      Form of Rights Certificates.

         (a)     The Rights Certificates (and the forms of election to purchase
shares and of assignment and certificates 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 thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or interdealer
quotation system on which the Rights may from time to time be listed or traded,
or to conform to usage.  Subject to the provisions of Section 11 and Section 23
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-thousandths of a share of Preferred Stock as shall be
set forth therein at the price per one one-thousandth of a share set forth
therein (the "Purchase Price"), but the number of such shares and the Purchase
Price shall be subject to adjustment as provided herein.

         (b)     Any Rights Certificate issued pursuant to Section 3(a) hereof
that represents Rights beneficially owned by an Acquiring Person or any
Associate or Affiliate thereof and any Rights Certificate issued at any time
upon the transfer of any Rights to such an Acquiring Person or any Associate or
Affiliate thereof or to any nominee of such Acquiring Person, Associate or
Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section
11 upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain the following legend:

         The Rights represented by this Rights Certificate were issued to a
         Person who was an Acquiring Person or an Affiliate or an Associate of
         an Acquiring Person, as such terms are defined in the Rights
         Agreement.  This Rights Certificate and the Rights represented hereby
         may become void under the circumstances specified in Section 7(e) of
         the Rights Agreement.

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

         5.      Countersignature and Registration.  The Rights Certificates
shall be executed on behalf of the Company by its Chairman of the Board, any
Vice Chairman of the Board, 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 by the Rights Agent,
either manually or by facsimile signature, 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.





                                      -5-


<PAGE>   9
         Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its office designated for such purpose, books for registration
and transfer of the Rights Certificates issued hereunder.  Such books shall
show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights
Certificates and the date of each of the Rights Certificates.

         6.      Transfer, Split Up, Combination and Exchange of Rights
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
Subject to the provisions of Sections 7(e), 7(f) and 15 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 may be transferred, split up, combined or exchanged for another
Rights Certificate or Rights Certificates, entitling the registered holder to
purchase a like number of shares of Preferred Stock as the Rights Certificate
or Rights Certificates surrendered then entitled such holder to purchase.  Any
registered holder desiring to transfer, split up, combine or exchange any
Rights Certificate shall make such request in writing delivered to the Rights
Agent, and shall surrender the Rights Certificate or Rights Certificates to be
transferred, split up, combined or exchanged at the principal office of the
Rights Agent.  Thereupon the Rights Agent shall 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.

         Subject to the provisions of Sections 7(e), 7(f) and 15 hereof, 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 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, 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 Certificate if
mutilated, the Company shall 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.

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

         (a)     The registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole or
in part at any time after the Distribution Date upon presentation of the Rights
Certificate, with the appropriate form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the principal office of the
Rights Agent, together with payment of the Purchase Price for each one
one-thousandth of a share of Preferred Stock (or such other number of shares or
other securities) as to which the Rights are exercised, at or prior to the
earliest of (i) the close of business on May 14, 2007 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section
24 hereof, (iii) the consummation of a transaction contemplated by Section
13(d) hereof or (iv) the time at which the Rights are exchanged as provided in
Section 24(c) hereof (such earliest time being herein referred to as the
"Expiration Date").  Notwithstanding any other provision of this Agreement, any
Person who prior to the Distribution Date becomes a record holder of shares of
Common Stock may exercise all of the rights of a registered holder of a Rights
Certificate with respect to the Rights associated with such shares of Common
Stock in accordance with and subject to the provisions of this Agreement,
including the provisions of Section 7(e) hereof, as of the date such Person
becomes a record holder of shares of Common Stock.

         (b)     The Purchase Price for each one one-thousandth share of
Preferred Stock pursuant to the exercise of a Right shall initially be $85.00,
shall be subject to adjustment from time to time as provided in Sections 11 and
13 hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below.





                                      -6-


<PAGE>   10
         (c)     Upon receipt of a Rights Certificate representing exercisable
Rights, with the appropriate form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the shares (or other
securities or property) to be purchased and an amount equal to any applicable
transfer tax (as determined by the Rights Agent) in cash, or by certified check
or bank draft payable to the order of the Company, the Rights Agent shall,
subject to Section 21(k), 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) certificates for the number of shares 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, in
its sole discretion, shall have elected to deposit the shares of Preferred
Stock issuable upon exercise of the Rights hereunder into a depositary,
requisition from the depositary agent depositary receipts representing such
number of one one-thousandths 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 shall direct the depositary agent to comply
with such request, (ii) when appropriate, requisition from the Company the
amount of cash, if any, to be paid in lieu of issuance of fractional shares in
accordance with Section 15, (iii) promptly after receipt of such certificates
or depositary receipts, cause the same to be delivered to or upon the order of
the registered holder of such Rights Certificate, registered in such name or
names as may be designated by such holder and (iv) when appropriate, after
receipt promptly deliver such cash to or upon the order of the registered
holder of such Rights Certificate.  In the event that the Company is obligated
to issue other securities of the Company, and/or distribute other property
pursuant to Section 11(a), the Company shall make all arrangements necessary so
that such other securities and/or property are available for distribution by
the Rights Agent, if and when appropriate.  In addition, in the case of an
exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights
Agent shall return such Rights Certificate to the registered holder thereof
after imprinting, stamping or otherwise indicating thereon that the rights
represented by such Rights Certificate no longer include the rights provided by
Section 11(a)(ii) of the Rights Agreement and if less than all the Rights
represented by such Rights Certificate were so exercised, the Rights Agent
shall indicate on the Rights Certificate the number of Rights represented
thereby which continue to include the rights provided by Section 11(a)(ii).

         (d)     In case the registered holder of any Rights Certificate shall
exercise (except pursuant to Section 11(a)(ii)) 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 the registered holder of such Rights Certificate or to such registered
holder's duly authorized assigns, subject to the provisions of Section 15
hereof.

         (e)     Notwithstanding anything in this Agreement to the contrary, if
there occurs any of the events set forth in Section 11(a)(ii) or Section 13(a)
then any Rights that are or were on or after the Distribution Date beneficially
owned by an Acquiring Person or any Associate or Affiliate of an Acquiring
Person shall become null and void, without any further action, and any holder
of such Rights shall thereafter have no rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise.  Without
limiting the foregoing sentence, Rights held by the following Persons shall be
null and void without any further action: (i) any direct or indirect transferee
of any Rights that are or were on or after the Distribution Date beneficially
owned by an Acquiring Person or any Associate or Affiliate of an Acquiring
Person; (ii) any direct or indirect transferee of any Rights that were on or
before the Distribution Date beneficially owned by an Acquiring Person or any
Associate or Affiliate of an Acquiring Person if the transferee received such
Rights, directly or indirectly, (A) from an Acquiring Person or any Associate
or Affiliate of an Acquiring Person (x) as a result of a distribution by such
Acquiring Person or any Associate or Affiliate of an Acquiring Person to
holders of its equity securities or similar interests (including, without
limitation, partnership interests) or (y) pursuant to any continuing agreement,
arrangement or understanding with respect to the Rights or (B) in a transfer
(or series of transfers) which the Board of Directors of the Company determines
is part of a plan, arrangement or understanding which has the purpose or effect
of avoiding the provisions of this Section 7(e); and (iii) subsequent
transferees of Persons referred to in the foregoing clauses (i) and (ii) as
well as this clause (iii).  The Company





                                      -7-


<PAGE>   11
shall use all reasonable efforts to ensure that the provisions of this Section
7(e) are complied with, but shall have no liability to any holder of Rights or
any Rights Certificate or to any other Person as a result of the Company's
failure to make any determination with respect to an Acquiring Person or 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 the certificate contained in the
appropriate form of election to purchase set forth on the reverse side of the
Rights Certificate surrendered for such exercise shall have been properly
completed and duly executed by the registered holder thereof and the Company
shall have been provided with such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

         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 Rights Agreement.  The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Rights Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof.  The Rights Agent shall
deliver all 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.

         9.      Reservation and Availability of Preferred Stock.  The Company
covenants and agrees that it shall cause to be reserved and kept available out
of its authorized and unissued shares of Preferred Stock, or any authorized and
issued shares of Preferred Stock held in its treasury, the number of shares of
Preferred Stock that will be sufficient to permit the exercise in full of all
outstanding Rights and, after the occurrence of an event specified in Section
11(a)(ii) or Section 13(a), shall so reserve and keep available a sufficient
number of shares of Common Stock (and/or other securities) which may be
required to permit the exercise in full of the Rights pursuant to this
Agreement.

         So long as the shares of Preferred Stock (and, after the occurrence of
an event specified in Section 11(a)(ii) or Section 13(a), any other securities)
issuable upon the exercise of the Rights may be listed on any national
securities exchange or national quotation system, the Company shall use its
best efforts to cause, from and after such time as the Rights become
exercisable, all shares (or other securities) reserved for such issuance to be
listed on such exchange or system upon official notice of issuance upon such
exercise.

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

         The Company further covenants and agrees that it shall pay when due
and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Rights Certificates or
of any certificates for shares of Preferred Stock and/or other securities upon
the exercise of Rights.  The Company shall not, however, be required to (i) pay
any transfer tax which may be payable in respect of any transfer or delivery of
Rights Certificates to a Person other than, or in respect of the issuance or
delivery of the shares of Preferred Stock and/or other securities in a name
other than that of, the registered holder of the Rights Certificates





                                      -8-


<PAGE>   12
evidencing Rights surrendered for exercise or (ii) issue or deliver any
certificates for shares of Preferred Stock and/or other securities 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.

         The Company shall use its best efforts to (i) file, if required by
law, as soon as practicable following the Distribution Date, a registration
statement under the Securities Act of 1933, as amended (the "Act"), with
respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Act and the rules and regulations thereunder) until the
Expiration Date (unless and until the Company shall have received an opinion of
counsel to the effect that the maintenance of such registration statement in
effect is no longer necessary).  The Company will also take such action as may
be appropriate under the blue sky laws of the various states.

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

         11.     Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights.  The Purchase Price, the number 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 in Section
         7(e), the Purchase Price in effect at the time of the record date for
         such dividend or of the effective date of such subdivision,
         combination or reclassification, and the number and kind of shares of
         capital stock issuable on such date, shall be proportionately adjusted
         so that the holder of any Right exercised after such time shall be
         entitled to receive the aggregate number and kind of shares of capital
         stock and other securities 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 Section 11(a)(i)
         and Section 11(a)(ii), the adjustment provided for in this Section





                                      -9-


<PAGE>   13
         11(a)(i) shall be in addition to, and shall be made prior to, any 
         adjustment required pursuant to Section 11(a)(ii).

                 (ii)  Subject to Section 24(c) of this Agreement, in the event
         any Person, alone or together with its Affiliates and Associates,
         shall become an Acquiring Person (except pursuant to a tender or
         exchange offer for all outstanding shares of Common Stock at a price
         and on terms determined by at least a majority of the members of the
         Board of Directors who are not officers of the Company and are not
         Acquiring Persons or Affiliates or Associates thereof to be in the
         best interests of the Company and its stockholders (other than the
         Person or an Affiliate or Associate thereof on whose behalf the offer
         is being made) (a "Permitted Offer")), then, promptly following the
         first occurrence of an event described in this Section 11(a)(ii),
         proper provision shall be made so that each holder of a Right, except
         as provided in Section 7(e) hereof, shall, for a period of 60 days
         after the later of the occurrence of any such event and the effective
         date of an appropriate registration statement pursuant to Section 9,
         have a right to receive, upon exercise thereof at the then current
         Purchase Price in accordance with the terms of this Agreement, in lieu
         of shares 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-thousandths
         of a share of Preferred Stock for which a Right is then exercisable
         (prior to any adjustment required pursuant to this Section 11(a)(ii))
         and (y) dividing that product by 50% of the current market price per
         one share of Common Stock (determined pursuant to Section 11(d)) on
         the date of the occurrence of the event set forth in this subparagraph
         (ii) (such number of shares being referred to as the "number of
         Adjustment Shares"); provided, however, that if the transaction that
         would otherwise give rise to the foregoing adjustment is also subject
         to the provisions of Section 13 hereof, then only the provisions of
         Section 13 hereof shall apply and no adjustment shall be made pursuant
         to this Section 11(a)(ii); and provided, further, that such 60-day
         period shall not be deemed to run during any period in which the
         exercise of the Rights or the fulfillment by the Company or the Rights
         Agent of its or their obligations under this Agreement shall be
         enjoined or otherwise prohibited in full or in part by any court or
         other governmental agency or body.

                 (iii)  In lieu of issuing shares of Common Stock in accordance
         with Section 11(a)(ii) hereof, the Company may, if a majority of the
         Board of Directors then in office determines that such action is
         necessary or appropriate and not contrary to the interests of holders
         of Rights, elect to (and, in the event that the Board of Directors has
         not exercised the exchange right contained in Section 24(c) hereof and
         there are not sufficient treasury shares and authorized but unissued
         shares of Common Stock to permit the exercise in full of the Rights in
         accordance with the foregoing subparagraph (ii), the Company shall)
         take all such action as may be necessary to authorize, issue or pay,
         upon the exercise of the Rights, cash (including by way of a reduction
         of the Purchase Price), property, shares of Common Stock, other
         securities or any combination thereof having an aggregate value equal
         to the value of the shares of Common Stock which otherwise would have
         been issuable pursuant to Section 11(a)(ii), which aggregate value
         shall be determined by a nationally recognized investment banking firm
         selected by a majority of the Board of Directors.  For purposes of the
         preceding sentence, the value of the Common Stock shall be determined
         pursuant to Section 11(d) hereof and the value of any preferred stock
         or preference stock which a majority of the Board of Directors
         determines to be a "common stock equivalent" shall be deemed to have
         the same value as the Common Stock.  Any such election by the Board of
         Directors must be made and publicly announced within 60 days following
         the date on which the event described in Section 11(a)(ii) shall have
         occurred.  Following the occurrence of the event described in





                                      -10-


<PAGE>   14
         Section 11(a)(ii) hereof, a majority of the Board of Directors then in
         office may suspend the exercisability of the Rights for a period of up
         to 60 days following the date on which the event described in Section
         11(a)(ii) shall have occurred to the extent that such directors have
         not determined whether to exercise their rights of election under this
         Section 11(a)(iii).  In the event of any such suspension, the Company
         shall issue a public announcement stating that the exercisability of
         the Rights has been temporarily suspended.

                 (b)      If the Company shall fix a record date for the
         issuance of rights, options or warrants to all holders of Preferred
         Stock entitling them (for a period expiring within 45 calendar days
         after such record date) to subscribe for or purchase Preferred Stock
         (or shares having the same or more favorable rights, privileges and
         preferences as the 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 defined in Section
         11(d)) 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 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
         in a consideration part or all of which shall be in a form other than
         cash, the value of such consideration shall be determined reasonably
         and with good faith to the holders of Rights 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 conclusive for all purposes. Shares of Preferred Stock owned by or
         held for the account of the Company shall not be deemed outstanding
         for the purpose of any such computation.  Such adjustment shall be
         made successively whenever such a record date is fixed; and in the
         event that such rights 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)      If the Company shall fix a record date for the making
         of 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)), 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 defined in Section 11(d)) per share of Preferred
         Stock on such record date, less the fair market value (as determined
         reasonably and with good faith to the holders of Rights 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 conclusive for all purposes) of the portion of the
         cash, assets or





                                      -11-


<PAGE>   15
         evidences of indebtedness so to be distributed or of such subscription
         rights or warrants distributable in respect of one share of Preferred
         Stock and the denominator of which shall be the current market price
         (as defined in Section 11(d)) per share of the Preferred Stock.  Such
         adjustments shall be made successively whenever such a record date is
         fixed; and in the event that such distribution is not so made, the
         Purchase Price shall again be adjusted to be the Purchase Price which
         would be in effect if such record date had not been fixed.

                 (d)      (i)  For the purpose of any computation hereunder,
         other than as provided in Section 11(a)(iii), 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 30 consecutive Trading Days (as such term is hereinafter defined)
         immediately prior to such date; provided, however, that in the event
         that the current per share market price of the 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 or (B) any subdivision, combination
         or reclassification of such Common Stock, and prior to the expiration
         of 30 Trading Days after the ex-dividend date for such dividend or
         distribution, or the record date for such subdivision, combination or
         reclassification, then, and in each such case, the "current market
         price" shall be properly adjusted to take into account ex-dividend
         trading.  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 but are listed or
         quoted on The Nasdaq Stock Market, the last reported sale price, or,
         in case no such sale takes place on such day, the average of the
         closing bid and asked prices as reported by Nasdaq or, if the shares
         of Common Stock are not listed or quoted on The Nasdaq Stock Market,
         the last quoted price or, if not so quoted, the average of the high
         bid and low asked prices in the over-the-counter market, as reported
         by the Nasdaq Bulletin Board 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 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 reasonably and
         with good faith by the Board of Directors of the Company shall be used
         and shall be binding on the Rights Agent.  The term "Trading Day"
         shall mean a day on which the national securities exchange or The
         Nasdaq Stock Market, as the case may be, on which the shares of Common
         Stock are principally listed or admitted to trading or quoted is open
         for the transaction of business or, if the shares of Common Stock are
         not listed or admitted to trading or quoted on any national securities
         exchange or The Nasdaq Stock Market, 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 determined
         reasonably and with good faith to the holders of Rights 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.





                                      -12-


<PAGE>   16
                 (ii)  For the purpose of any computation hereunder, the
         "current market price" per share (or one one-thousandth of a share) of
         Preferred Stock shall be determined in the same manner as set forth
         above for the Common Stock in Section 11(d)(i) (other than the last
         sentence thereof).  If the current market price per share (or one
         one-thousandth of a 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 Section 11(d)(i),
         the "current market price" per share of Preferred Stock shall be
         conclusively deemed to be an amount equal to 1,000 (as such number may
         be appropriately adjusted for such events as stock splits, stock
         dividends and recapitalization 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 and the "current market
         price" per one one-thousandth of a share of Preferred Stock shall be
         equal to the current market price per share of the Common Stock (as
         appropriately adjusted).  If neither the Common Stock nor the
         Preferred Stock is publicly held or 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.

                 (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 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 thousandth of a share of Common Stock or other
         share or 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 years from the date of the transaction which
         mandates such adjustment or (ii) the Expiration Date.

                 (f)      If as a result of any provision of Section 11(a), the
         holder of any Right thereafter exercised shall become entitled to
         receive any shares of capital stock of the Company other than
         Preferred Stock, thereafter the number of such other shares so
         receivable upon exercise of any Right shall be subject to adjustment
         from time to time in a manner and on terms as nearly equivalent as
         practicable to the provisions with respect to the shares contained in
         Section 11(a) through (c), inclusive, and the provisions of Sections
         7, 9, 10, 13 and 15 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 shares of Preferred Stock purchasable from time to time
         hereunder upon exercise of the Rights, all subject to further
         adjustment as provided herein.

                 (h)      Unless the Company shall have exercised its election
         as provided in Section 11(i), upon each adjustment of the Purchase
         Price as a result of the calculations made in Section 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 one-thousandths of a share
         of Preferred Stock (calculated to the nearest one-millionth) obtained
         by (i) multiplying (x) the number of one one-thousandths of a share of
         Preferred Stock covered by a Right immediately prior to this
         adjustment by (y) the Purchase Price in effect immediately prior to
         such adjustment of the Purchase Price and (ii) dividing the





                                      -13-


<PAGE>   17
         product so obtained by the Purchase Price in effect immediately after
         such adjustment of the Purchase Price.

                 (i)      The Company may elect on or after the date of any
         adjustment of the Purchase Price to adjust the number of Rights, in
         substitution for any adjustment in the number of shares 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-thousandths 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 millionth) obtained by dividing the Purchase Price
         in effect immediately prior to adjustment of the Purchase Price by the
         Purchase Price in effect immediately after adjustment of the Purchase
         Price.  The Company shall make a public announcement of its election
         to adjust the number of Rights, indicating the record date for the
         adjustment, and, if known at the time, the amount of the adjustment to
         be made.  This record date may be the date on which the Purchase Price
         is adjusted or any day thereafter, but, if the Rights Certificates
         have been issued, shall be at least ten days later than the date of
         the public announcement.  If Rights Certificates have been issued,
         upon each adjustment of the number of Rights pursuant to this Section
         11(i), the Company shall, as promptly as practicable, cause to be
         distributed to holders of record of Rights Certificates on such record
         date Rights Certificates evidencing, subject to Section 15 hereof, the
         additional Rights to which such holders shall be entitled as a result
         of such adjustment, or, at the option of the Company, shall cause to
         be distributed to such holders of record in substitution and
         replacement for the 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 shares 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
         share and the number of shares which were expressed in the initial
         Rights Certificates issued hereunder.

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

                 (l)      In any case in which this Section 11 shall require
         that an adjustment in the Purchase Price be made effective as of a
         record date for a specified event, the Company may elect to defer
         until the occurrence of such event the issuing to the holder of any
         Right exercised after such record date the shares of Preferred Stock





                                      -14-


<PAGE>   18
         and other capital stock or securities of the Company, if any, issuable
         upon such exercise over and above the shares of Preferred Stock and
         other capital stock or securities of the Company, if any, issuable
         upon such exercise on the basis of the Purchase Price in effect prior
         to such adjustment; provided, however, that the Company shall deliver
         to such holder a due bill or other appropriate instrument evidencing
         such holder's right to receive such additional shares upon the
         occurrence of the event requiring such adjustment.

                 (m)      Anything to the contrary in this Section 11
         notwithstanding, the Company shall be entitled to make such reductions
         in the Purchase Price, in addition to those adjustments expressly
         required by this Section 11, as and to the extent that it in its sole
         discretion shall determine to be advisable in order that any
         consolidation or subdivision of the Preferred Stock, issuance wholly
         for cash of any shares of Preferred Stock at less than the current
         market price, 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, stock dividends or issuance of rights,
         options or warrants referred to hereinabove in this Section 11,
         hereafter made by the Company to holders of its Preferred Stock shall
         not be taxable to such stockholders.

                 (n)      Anything in this Agreement to the contrary
         notwithstanding, in the event that the Company shall at any time after
         the date of this Agreement 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 Common
         Stock, (iii) combine the outstanding Common Stock into a smaller
         number of shares, or (iv) issue any shares of its capital stock in a
         reclassification of the outstanding Common Stock, 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.

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

         12.     Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall (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 in accordance with Section 26
hereof.  The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained and shall not be deemed to
have knowledge of any adjustment unless and until it shall have received such
certificate.  Notwithstanding the foregoing provisions of this Section 12, the
failure of the Company to make such certification or give such notice shall not
affect the validity of or the force or effect of the requirement for such
adjustment.





                                      -15-


<PAGE>   19
         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, (y) any Person shall consolidate with the Company,
or merge with and into the Company and the Company shall be the continuing or
surviving corporation of such merger (other than, in the case of either
transaction described in (x) or (y), a merger or consolidation which would
result in all of the voting power represented by the securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into securities of the surviving
entity) all of the voting power represented by the securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation and the holders of such securities not having changed as a result
of such merger or consolidation), or (z) the Company shall sell, mortgage or
otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or
otherwise transfer), in one or more transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) to any other Person, then, and in each such
case, proper provision shall be made so that (i) following the Distribution
Date, each holder of a Right (other than as provided in Section 7(e) hereof)
shall 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
shares of freely tradable Common Stock of the Principal Party (as hereinafter
defined), free and clear of liens, rights of call or first refusal,
encumbrances or other adverse claims, as shall be equal to the result obtained
by (x) multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is then
exercisable (without taking into account any adjustment previously made
pursuant to Section 11(a)(ii) hereof) and (y) dividing that product by 50% of
the current market price per share of the Common Stock of such Principal Party
(determined pursuant to Section 11(d) hereof) on the date of consummation of
such consolidation, merger, sale or transfer; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
merger, sale or transfer, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed
to refer to such Principal Party, it being specifically intended that the
provisions of Section 11 hereof shall apply to such Principal Party; and (iv)
such Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common Stock in accordance
with Section 9 hereof) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to its shares of Common Stock thereafter
deliverable upon the exercise of the Rights.

         (b)     "Principal Party" shall mean:

                 (i)  in the case of any transaction described in (x) or (y) of
         the first sentence of this Section 13, 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 the merger or
         consolidation (including, if applicable, the Company, if it is the
         surviving corporation); and

                 (ii)  in the case of any transaction described in (z) of the
         first sentence in this Section 13, 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
         12-month period registered under Section 12 of the Exchange Act, and
         such Person is a direct or indirect subsidiary or Affiliate of another
         Person, "Principal Party" shall refer to such other Person; (2) in
         case such Person is a subsidiary, directly or indirectly, or Affiliate
         of more than one Person, the Common Stock of two or more of which are
         and have been so registered, "Principal Party" shall refer to
         whichever of such





                                      -16-


<PAGE>   20
         Persons is the issuer of the Common Stock having the greatest
         aggregate market value; and (3) in case such Person is owned, directly
         or indirectly, by a joint venture formed by two or more Persons that
         are not owned, directly or indirectly, by the same Person, the rules
         set forth in (1) and (2) above shall apply to each of the chains of
         ownership having an interest in such joint venture as if such party
         were a "Subsidiary" of both or all of such joint venturers and the
         Principal Parties in each such chain shall bear the obligations set
         forth in this Section 13 in the same ratio as their direct or indirect
         interests in such Person bear to the total of such interests.

         (c)     The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock that have not been issued or
reserved for issuance to permit the exercise in full of the Rights in
accordance with this Section 13 and unless prior thereto the Company and each
Principal Party and each other Person who may become a Principal Party as a
result of such consolidation, merger, sale or transfer shall have 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 at its own expense shall:

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

                 (ii)  use its best efforts to (x) qualify or register the
         Rights and the securities purchasable upon exercise of the Rights
         under the blue sky laws of such jurisdictions as may be necessary or
         appropriate and (y) cause the Rights and the securities purchasable
         upon exercise of the Rights to be listed on any national securities
         exchange or national quotation system upon which its Common Stock is
         listed, traded or quoted; and

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

The provisions of this Section 13 shall similarly apply to successive mergers
or consolidations or sales or other transfers.  The rights under this Section
13 shall be in addition to the rights to exercise Rights and adjustments under
Section 11(a)(ii) and shall survive any exercise thereunder.

         (d)     Notwithstanding anything in this Agreement to the contrary,
Section 13 shall not be applicable to a transaction described in subparagraphs
(x) and (y) of Section 13(a) if (i) such transaction is consummated with a
Person or Persons who acquired shares of Common Stock pursuant to a Permitted
Offer (or a wholly owned subsidiary of any such Person or Persons), (ii) the
price per share of Common Stock offered in such transaction is not less than
the price per share of Common Stock paid to all holders of Common Stock whose
shares were purchased pursuant to such Permitted Offer and (iii) the form of
consideration being offered to the remaining holders of Common Stock pursuant
to such transaction is the same as the form of consideration paid pursuant to
such Permitted Offer.  Upon consummation of any such transaction contemplated
by this subsection (d), all Rights hereunder shall expire.





                                      -17-


<PAGE>   21
         14.     Additional Covenants.

         (a)     The Company covenants and agrees that after the Stock
Acquisition Date it shall not (i) consolidate with, (ii) merge with or into, or
(iii) sell or transfer to any other Person, in one or more transactions, assets
or earning power aggregating more than 50% of the assets or earning power of
the Company and its subsidiaries taken as a whole, if at the time of or after
such consolidation, merger or sale there are any charter or by-law provisions
or any rights, warrants or other instruments outstanding or any other action
taken which would diminish or otherwise eliminate the benefits intended to be
afforded by the Rights.  The Company shall not consummate any such
consolidation, merger or sale unless prior thereto the Company and such other
Person shall have executed and delivered to the Rights Agent a supplemental
agreement evidencing compliance with this subsection.

         (b)     The Company covenants and agrees that, after the Stock
Acquisition Date, it will not, except as permitted by Section 24 hereof, take
any action the purpose or effect of which is to diminish or otherwise eliminate
the benefits intended to be afforded by the Rights.

         15.     Fractional Rights and Fractional Shares.

         (a)     The Company shall not be required to issue fractions of
Rights, except prior to the Distribution Date as provided in Section 11(n), or
to distribute Rights Certificates which evidence fractional Rights.  In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right.  For the purposes of this Section 15(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, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by The Nasdaq Stock Market 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 reasonably and
with good faith to the holders of Rights by the Board of Directors of the
Company shall be used and shall be binding on the Rights Agent.

         (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-thousandth 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-thousandth of a
share of Preferred Stock).  Fractions of shares of Preferred Stock in integral
multiples of one one-thousandth of a share of Preferred Stock may, at the
election of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected by it,
provided 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 of Preferred Stock represented
by such depositary receipts.  In lieu of fractional shares of Preferred Stock
that are not integral multiples of one one-thousandth of a share of Preferred
Stock, the Company may 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 one-thousandth of a
share of Preferred Stock.  For purposes of this Section 15(b), the current
market value of one one-thousandth of a share of Preferred Stock shall be one
one-thousandth 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 one of the transactions or events
specified in Section 11 or Section 13 giving rise to the right to receive
common stock equivalents (other than Preferred





                                      -18-


<PAGE>   22
Stock) or other securities upon the exercise of a Right, the Company shall not
be required to issue fractions of shares or units of such common stock
equivalents or other securities upon exercise of the Rights or to distribute
certificates which evidence fractional shares of such common stock equivalents
or other securities.  In lieu of fractional shares or units of such common
stock equivalents or other securities, the Company may 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 a share or unit of such common stock equivalent or other securities.
For purposes of this Section 15(c), the current market value shall be
determined in the manner set forth in Section 11(d) hereof for the Trading Day
immediately prior to the date of such exercise and, if such common stock
equivalent is not traded, each such common stock equivalent shall have the
value of one one-thousandth of a share of Preferred Stock.

         (d)     Except as otherwise expressly provided herein, the holder of a
Right by the acceptance of the Right expressly waives such holder's right to
receive any fractional Rights or any fractional shares (other than, in the case
of Preferred Stock, fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock) upon exercise of a Right.

         16.     Rights of Action.  All rights of action in respect of this
Agreement, except those rights of action vested in the Rights Agent pursuant to
Section 21, 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 such holder's own behalf
and for such holder's own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such holder's right to exercise the Rights evidenced by such Rights
Certificate in the manner provided in such Rights Certificate and in this
Agreement.  Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the obligations
hereunder of any Person subject to this Agreement.  Holders of Rights shall be
entitled to recover the reasonable costs and expenses, including attorneys'
fees, incurred by them in any action to enforce the provisions of this
Agreement.

         17.     Agreement of Rights Holders.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

                 (a)      prior to the Distribution Date, the Rights will be
         transferable only in connection with the transfer of 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 of the Rights Agent, duly endorsed
         or accompanied by a proper instrument of transfer; and

                 (c)      the Company and the Rights Agent may deem and treat
         the Person in whose name 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 certificate made by
         anyone other than the Company or the Rights Agent) for all purposes
         whatsoever, and neither the Company nor the Rights Agent shall be
         affected by any notice to the contrary.





                                      -19-


<PAGE>   23
         18.     Rights Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of Preferred
Stock, Common Stock or any other securities of the Company which may at any
time be issuable upon 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 thereof.

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

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

         20.     Merger or Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may
be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any corporation succeeding to the corporate
trust or stockholder services business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 22
hereof.  In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Rights Certificates shall have
been countersigned but not delivered, any such successor Rights Agent may adopt
the countersignature of the predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor 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.

         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.





                                      -20-


<PAGE>   24
         21.     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
         selected by it (who may be legal counsel for the Company), and the
         opinion of such counsel shall be full and complete authorization and
         protection to the Rights Agent as to any action taken or omitted by it
         in good faith and in accordance with such opinion.

                 (b)      Whenever in the performance of its duties under this
         Agreement the Rights Agent shall deem it necessary or desirable that
         any fact or matter (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 shall be herein specifically prescribed) may be deemed
         to be conclusively proved and established by a certificate signed by
         the Chairman of the Board, any Vice Chairman of the Board, 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 negligence, bad faith or willful misconduct.

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

                 (e)      The Rights Agent shall not be under any
         responsibility in respect of the validity of this Agreement or the
         execution and delivery hereof (except the due execution hereof by the
         Rights Agent) or in respect of the validity or execution of any 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 or 13 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 receipt
         of a certificate pursuant to Section 12 describing any such
         adjustment); nor shall it be responsible for any determination by the
         Board of Directors of the Company of the current market value of the
         Rights or Preferred Stock or Common Stock pursuant to the provisions
         of Section 15 hereof; nor shall it by any act hereunder be deemed to
         make any representation or warranty as to the authorization or
         reservation of any shares of Preferred Stock or other securities to be
         issued pursuant to this Agreement or any Rights Certificate or as to
         whether any shares of Preferred Stock or other securities 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.





                                      -21-


<PAGE>   25
                 (g)      The Rights Agent is hereby authorized and directed to
         accept instructions with respect to the performance of its duties
         hereunder and certificates delivered pursuant to any provision hereof
         from the Chairman of the Board, any Vice Chairman of the Board, the
         President, any Vice President, the Secretary, any Assistant Secretary,
         the Treasurer or any Assistant Treasurer of the Company, and is
         authorized 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.  Any application by the Rights Agent
         for written instructions from the Company may, at the option of the
         Rights Agent, set forth in writing any action proposed to be taken or
         omitted by the Rights Agent with respect to its duties or obligations
         under this Rights Agreement and the date on and/or after which such
         action shall be taken or omitted and the Rights Agent shall not be
         liable for any action taken or omitted in accordance with a proposal
         included in any such application on or after the date specified
         therein (which date shall not be less than three Business Days after
         the date any such officer actually receives such application, unless
         any such officer shall have consented in writing to an earlier date)
         unless, prior to taking or omitting any such action, the Rights Agent
         has received written instructions in response to such application
         specifying the action to be taken or omitted.

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

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

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

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

         22.     Change of Rights Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Stock and Preferred Stock by registered or certified mail,
and holders of the Rights Certificates by first-class mail.  The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the





                                      -22-


<PAGE>   26
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 30 days after giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit such holder's Rights
Certificate for inspection by the Company), then the registered holder of any
Rights Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States or of the
State of New York or the State of California (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 New York or the State of California), in
good standing, having a principal office in the State of New York or the State
of California, which is authorized under such laws to exercise corporate trust
or stockholder services 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 $50,000,000.00 or (b)
an affiliate of a corporation described in clause (a) of this sentence.  After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than the
effective date of any such appointment the Company shall mail notice thereof in
writing to the predecessor Rights Agent and each transfer agent of the Common
Stock and 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 22, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

         23.     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 per share 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 otherwise under any
employee plan or arrangement, which plan or arrangement is existing as of the
Distribution Date, or upon the exercise, conversion or exchange of any other
securities issued by the Company on or prior to the Distribution Date, and (b)
may, in any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Rights Certificates representing the
appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Rights Certificates 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 Certificates would be issued, and
(ii) no such Rights Certificates shall be issued if, and to the extent that
appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.

         24.     Redemption, Termination and Exchange.

         (a)     (i)  The Board of Directors of the Company may, at its option,
at any time prior to the earlier of (x) the Stock Acquisition Date or (y) 5
P.M., San Francisco time, on the Final Expiration Date, redeem all but not less
than all of the then outstanding Rights at a redemption price of $0.01 per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price").





                                      -23-


<PAGE>   27
         (ii)  In addition, and notwithstanding the provisions of Section
24(a)(i), the Board of Directors of the Company may redeem all but not less
than all of the then outstanding Rights at the Redemption Price following the
Stock Acquisition Date but prior to any event described in Section 13(a) either
(x) in connection with any event specified in Section 13(a) in which all
holders of Common Stock are treated alike and not involving (other than as a
holder of Common Stock being treated like all other such holders) an Acquiring
Person or an Affiliate or Associate thereof or any other Person in which such
Acquiring Person or Affiliate or Associate thereof has any interest, or any
other Person acting directly or indirectly on behalf of or in association with
any such Acquiring Person or Affiliate or Associate thereof, or (y) following
the occurrence of an event set forth in, and the expiration of any period
during which the holder of Rights may exercise the rights under, Section
11(a)(ii) if and for as long as any Acquiring Person having triggered such
event is not thereafter the Beneficial Owner of securities representing 15% or
more of the outstanding shares of Common Stock, and at the time of redemption
there are no other Persons who are Acquiring Persons.

         (b)     In the case of a redemption permitted under Section 24(a)(i),
immediately upon the action of the Board of Directors of the Company ordering
the redemption of the Rights, evidence of which shall have been 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.  In the case of a
redemption permitted only under Section 24(a)(ii), evidence of which shall have
been filed with the Rights Agent, the right to exercise the Rights will
terminate and represent only the right to receive the Redemption Price only
after ten Business Days following the giving of notice of such redemption to
the holders of such Rights if no event set forth in Section 11(a)(ii) shall
have occurred, and, if such event shall have occurred, upon the later of ten
Business Days following the giving of such notice or the expiration of any
period during which the rights under Section 11(a)(ii) may be exercised.
Within ten days after the action of the Board of Directors ordering any such
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 the Rights Agent and to all such holders at their last addresses as
they appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common
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.

         In the case of a redemption permitted under Section 24(a)(i) or (ii),
the Company may, at its option, discharge all of its obligations with respect
to the Rights by (i) issuing a press release announcing the manner of
redemption of the Rights and (ii) mailing payment of the Redemption Price to
the registered holders of the Rights at their last addresses as they appear on
the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent of the Common Stock, and upon such
action, all outstanding Rights Certificates shall be null and void without any
further action by the Company.

         (c)     (i)  Subject to the limitations of applicable law, 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 (A) 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 (the "Exchange Shares") or (B)
Substitute Consideration (as that term is defined below).  The Board of
Directors may determine, in its sole discretion, whether to deliver Exchange
Shares or Substitute Consideration.  Notwithstanding the foregoing, the Board
of Directors shall not be empowered to effect such exchange at any time after
any Person (other than the Company, any subsidiary of the Company, any employee
benefit plan of the Company or any such subsidiary, or any entity holding
Common Stock for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50%
or more of the Common Stock then outstanding.





                                      -24-


<PAGE>   28
         (ii)  In the event the Board of Directors shall determine to deliver
Substitute Consideration in exchange for Rights, the Company shall (1)
determine the value of the Exchange Shares (the "Exchange Value"), and (2) with
respect to each Right to be exchanged, make adequate provision to substitute
for Exchange Shares the following (the "Substitute Consideration"): (v) cash,
(w) Common Stock or common stock equivalents (as that term is defined in
Section 11(a)(iii) hereof) or Preferred Stock or equivalent preferred stock (as
that term is defined in Section 11(b) hereof), (x) debt securities of the
Company, (y) other assets, or (z) any combination of the foregoing, having an
aggregate value equal to the Exchange Value, 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.  For purposes of this Section 24(c), the value of a
share of Common Stock shall be the current market price (as determined pursuant
to Section 11(d) hereof) per share of Common Stock on the day that is the later
of (x) the first occurrence of an event described in Section 11(a)(ii) hereof
and (y) the date on which the Company's right of redemption pursuant to Section
24(a) expires; and the value of any common stock equivalent shall be deemed to
have the same value as the Common Stock on such date.

         (iii)  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to this Section 24(c), 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 Exchange Shares or Substitute Consideration for each Right
exchanged by such holder.  The Company shall promptly give public notice of any
such exchange; provided, however, that the failure to give, or any defect in,
such notice shall not affect the validity of such exchange.  The Company
promptly shall mail a notice of any such exchange to all of the holders of such
Rights at their last address 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 Common Stock
for Rights will be effected and, in the event of any partial exchange, the
number of Rights which will be exchanged.  Any partial exchange shall be
effected pro rata based on the number of Rights (other than Rights which have
become void pursuant to the provisions of Section 7(e) hereof) held by each
holder of Rights.

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

         (v)  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, the Company
shall pay 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 Section 24(c)(v), 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 Section 11(d)
hereof) for the Trading Day immediately prior to the date of exchange pursuant
to this Section 24(c).

         25.     Notice of Certain Events.  In case the Company shall propose
(a) 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 (b) 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 (c) to effect any reclassification of its Preferred Stock (other
than a reclassification involving only the subdivision of outstanding shares of
Preferred Stock), or (d) to effect any consolidation or merger into or with, or
to effect any sale or





                                      -25-


<PAGE>   29
other transfer (or to permit one or more of its subsidiaries to effect any sale
or other transfer), in one or more 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 (e) 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, 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 (a) or (b) above at least 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 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.

         In case any of the events set forth in Section 11(a)(ii) or 13(a) of
this Agreement shall occur, then, in any such case, the Company or the
Principal Party, as the case may be, shall as soon as practicable thereafter
give to each holder of a Rights Certificate, in accordance with Section 26
hereof, a notice of the occurrence of such event, which shall specify the event
and the consequences of the event to holders of Rights under Section 11(a)(ii)
or 13(a) hereof, as the case may be.

         The failure to give notice required by this Section 25 or any defect
therein shall not affect the legality or validity of the action taken by the
Company or the vote upon any such action.

         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:

                          S3 Incorporated
                          2801 Mission College Boulevard
                          P.O. Box 58058
                          Santa Clara, CA  95052-8058
                          Attention:  Corporate Secretary

Subject to the provisions of Section 22, 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:

                          The First National Bank of Boston
                          150 Royall Street
                          Canton, Massachusetts 02021
                          Attention:   Shareholder Services
                                       Mail Stop: 45-02-623

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

         27.     Supplements and Amendments.  The Company and the Rights Agent
may from time to time supplement or amend this Agreement without approval of
any holders of Rights or Rights Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein, (iii) prior
to the





                                      -26-


<PAGE>   30
Distribution Date, to change or supplement any provision hereunder in any
manner which the Company may deem necessary or desirable or (iv) on or
following the Distribution Date, to change or supplement any provision
hereunder in any manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Rights
Certificates.  Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment unless the Rights Agent shall have determined in
good faith that such supplement or amendment would adversely affect its
interests under this Agreement.  Prior to the Distribution Date, the interests
of the holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.

         28.     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 or any other securities of which any Person is the Beneficial Owner,
shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of
the General Rules and Regulations under the Exchange Act as in effect on the
date of this Agreement.  Except as otherwise provided herein, the Board of
Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board, or the Company, or as may be necessary or advisable in
the administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend the Agreement).  All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions with
respect to the foregoing) which are done or made by the Board in good faith,
shall (x) be final, conclusive and binding on the Company, the Rights Agent,
the holders of the Rights Certificates and all other parties, and (y) not
subject the Board to any liability to the holders of the Rights Certificates.

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

         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, 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, the Common
Stock).

         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.

         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 to
be made and to be performed entirely within such state.

         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.





                                      -27-


<PAGE>   31
         34.     Descriptive Headings.  Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         IN WITNESS WHEREOF, 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:                                     S3 INCORPORATED



/s/ RONALD T. YARA                          By /s/ GARY JOHNSON
----------------------------------             --------------------------------

Name Ronald T. Yara                         Name Gary Johnson
    ------------------------------              -------------------------------

Title Corporate Secretary,                 Title President & CEO
      Sr. VP, Strategic Marketing               -------------------------------
     -----------------------------



Attest:                                     THE FIRST NATIONAL BANK OF BOSTON,
                                            as Rights Agent


/s/ JOSEPH S. BAGGARELLA                    By /s/ KATHARINE S. ANDERSON
----------------------------------             --------------------------------

Name Joseph S. Baggarella                   Name Katherine S. Anderson
    ------------------------------              -------------------------------

Title Account Manager                       Title Director, Client Services
     -----------------------------               ------------------------------




                                      -28-


<PAGE>   32
                                   EXHIBIT A

                           CERTIFICATE OF DESIGNATION

                   OF SERIES A PARTICIPATING PREFERRED STOCK

                                       OF

                                S3 INCORPORATED




         We, Gary J. Johnson, the President and Chief Executive Officer, and
Ronald T. Yara, the Secretary, of S3 Incorporated, a corporation organized and
existing under the General Corporation Law of the State of Delaware, DO HEREBY
CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation of the Corporation, the said Board of
Directors on May 14, 1997, adopted the following resolution creating a series
of 500,000 shares of Preferred Stock designated as Series A Participating
Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock of the Corporation be
and it hereby is created, and that the designation and amount thereof and the
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:

         1.      Designation and Amount.  The shares of such series shall be
designated as "Series A Participating Preferred Stock," par value $0.0001 per
share, and the number of shares constituting such series shall be 500,000.
Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, that no decrease shall reduce the number of shares of
Series A Participating Preferred Stock to a number less than that of the shares
then outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Corporation.

         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 Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Participating Preferred Stock in preference to
the holders of shares of Common Stock, par value $0.0001 per share (the "Common
Stock"), of the Corporation and any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
first day of March, June, September and December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of Series A Participating Preferred Stock in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $25.00, or
(b) subject to the provision for adjustment hereinafter set forth, 1,000 times
the aggregate per share amount of all cash dividends, and 1,000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date,





                                      A-1


<PAGE>   33
since the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock.  In the event the Corporation shall at any time
after the close of business on June 1, 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 smaller number of shares, by reclassification or otherwise, then
in each such case the amount to which holders of shares of Series A
Participating 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 Participating 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 that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per share
on the Series A Participating 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 Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Participating 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 Participating 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 Participating
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 Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

         3.      Voting Rights.  The holders of shares of Series A
                 Participating Preferred Stock shall have the following voting
                 rights:

                 (A)      Subject to the provision for adjustment hereinafter
         set forth, each share of Series A Participating Preferred Stock shall
         entitle the holder thereof to 1,000 votes on all matters submitted to
         a vote of the stockholders of the Corporation.  In the event the
         Corporation shall at any time after the Rights Declaration Date (i)
         declare any dividend on Common Stock payable in shares of Common
         Stock, (ii) subdivide the outstanding Common Stock into a greater
         number of shares, or (iii) combine the outstanding Common Stock into a
         smaller number of shares, by reclassification or otherwise, then in
         each such case the number of votes per share to which holders of
         shares of Series A Participating Preferred Stock were entitled
         immediately prior to such event shall be adjusted by multiplying such
         number by a fraction the numerator of which is the number of shares of
         Common Stock outstanding immediately after such event and the
         denominator of which is the number of shares of Common Stock
         outstanding immediately prior to such event.





                                      A-2


<PAGE>   34
                 (B)      Except as otherwise provided herein, in the
         Certificate of Incorporation or by law, the holders of shares of
         Series A Participating Preferred Stock and the holders of shares of
         Common Stock and any other capital stock of the Corporation having
         general voting rights shall vote together as one class on all matters
         submitted to a vote of stockholders of the Corporation.

                 (C)      (i)  If at any time dividends on any Series A
         Participating Preferred Stock shall be in arrears in an amount equal
         to six quarterly dividends thereon, the holders of the Series A
         Participating Preferred Stock, voting as a separate series from all
         other series of Preferred Stock and classes of capital stock, shall be
         entitled to elect two members of the Board of Directors in addition to
         any Directors elected by any other series, class or classes of
         securities and the authorized number of Directors will automatically
         be increased by two.  Promptly thereafter, the Board of Directors of
         this Corporation shall, as soon as may be practicable, call a special
         meeting of holders of Series A Participating Preferred Stock for the
         purpose of electing such members of the Board of Directors.  Said
         special meeting shall in any event be held within 45 days of the
         occurrence of such arrearage.

                 (ii)  During any period when the holders of Series A
         Participating Preferred Stock, voting as a separate series, shall be
         entitled and shall have exercised their right to elect two Directors,
         then and during such time as such right continues (a) the then
         authorized number of Directors shall be increased by two, and the
         holders of Series A Participating Preferred Stock, voting as a
         separate series, shall be entitled to elect the additional Directors
         so provided for, and (b) each such additional Director shall not be a
         member of any existing class of the Board of Directors, but shall
         serve until the next annual meeting of stockholders for the election
         of Directors, or until his or her successor shall be elected and shall
         qualify, or until his or her right to hold such office terminates
         pursuant to the provisions of this Section 3(C).

                 (iii)  A Director elected pursuant to the terms hereof may be
         removed with or without cause by the holders of Series A Participating
         Preferred Stock entitled to vote in an election of such Director.

                 (iv)  If, during any interval between annual meetings of
         stockholders for the election of Directors and while the holders of
         Series A Participating Preferred Stock shall be entitled to elect two
         Directors, there are fewer than two such Directors in office by reason
         of resignation, death or removal, then, promptly thereafter, the Board
         of Directors shall call a special meeting of the holders of Series A
         Participating Preferred Stock for the purpose of filling such
         vacancy(ies) and such vacancy(ies) shall be filled at such special
         meeting.  Such special meeting shall in any event be held within 45
         days of the occurrence of any such vacancy(ies).

                 (v)  At such time as the arrearage is fully cured, and all
         dividends accumulated and unpaid on any shares of Series A
         Participating Preferred Stock outstanding are paid, and, in addition
         thereto, at least one regular dividend has been paid subsequent to
         curing such arrearage, the term of office of any Director elected
         pursuant to this Section 3(C), or his or her successor, shall
         automatically terminate, and the authorized number of Directors shall
         automatically decrease by two, and the rights of the holders of the
         shares of the Series A Participating Preferred Stock to vote as
         provided in this Section 3(C) shall cease, subject to renewal from
         time to time upon the same terms and conditions.

                 (D)      Except as set forth herein or as otherwise provided
         by law, holders of Series A Participating Preferred Stock shall have
         no special voting rights and their





                                      A-3


<PAGE>   35
         consent shall not be required (except to the extent they are entitled
         to vote with holders of Common Stock and any other capital stock of
         the Corporation having general voting rights as set forth herein) for
         taking any corporate action.

         4.      Certain Restrictions.

         (A)     Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating 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
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not

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

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

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

                 (iv)  purchase or otherwise acquire for consideration any
         shares of Series A Participating Preferred Stock or any shares of
         stock ranking on a parity with the Series A Participating 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.

         5.      Reacquired Shares.  Any shares of Series A Participating
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 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.





                                      A-4


<PAGE>   36
         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 stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Participating
Preferred Stock shall have received per share, the greater of $1,000.00 or
1,000 times the payment made per share of Common Stock, 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 Participating 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) 1,000 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock dividends
and recapitalization 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 Participating Preferred Stock and Common Stock,
respectively, holders of Series A Participating 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 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 Participating 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
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.

         (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, by
reclassification or otherwise, 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.

         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 Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Corporation shall at any time 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 Participating 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 are
outstanding immediately prior to such event.





                                      A-5


<PAGE>   37
         8.      Redemption.  The shares of Series A Participating Preferred
Stock shall not be redeemable.

         9.      Ranking.  The Series A Participating 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, unless the terms of any
such series shall provide otherwise.

         10.     Amendment.  The Certificate of Incorporation and the By-Laws
of the Corporation shall not be further amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Participating Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of at least 66-2/3% of the outstanding
shares of Series A Participating Preferred Stock voting separately as a class.

         11.     Fractional Shares.  Series A Participating 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 Participating Preferred Stock.

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury as of the
___ day of May 1997.



                                       ----------------------------------------
                                                    Gary J. Johnson
                                         President and Chief Executive Officer


                                       Attest:


                                       ----------------------------------------
                                                         Ronald T. Yara
                                                            Secretary





                                      A-6


<PAGE>   38
                                   EXHIBIT B


                          [Form of Rights Certificate]


Certificate No. R-______________                           _____________ Rights

  NOT EXERCISABLE AFTER MAY 14, 2007, OR EARLIER IF NOTICE OF REDEMPTION IS
  GIVEN.  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.  [THE
  RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS
  AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS
  SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  THIS RIGHTS CERTIFICATE AND
  THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES
  SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*


                               Rights Certificate

                                S3 INCORPORATED


         This certifies that ____________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement dated as of May 14, 1997 (the "Rights Agreement") between
S3 Incorporated, a Delaware corporation (the "Company"), and The First National
Bank of Boston, a national banking association (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5 P.M. (San Francisco time) on
May 14, 2007, at the office of the Rights Agent designated for such purpose,
one one- thousandth of a fully paid, nonassessable share of Series A
Participating Preferred Stock (the "Preferred Stock") of the Company, at a
purchase price of $85.00 per one one-thousandth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights Certificate with the
appropriate Form of Election to Purchase and 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 set forth above, are the number and Purchase Price as of
the close of business on the record date relating to the initial distribution
of the Rights, based on the Preferred Stock as constituted at such date.  As
provided in the Rights Agreement, the Purchase Price and the number 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.

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





___________________________
*  The portion of the legend in brackets shall be inserted only if
   applicable.



                                      B-1


<PAGE>   39
         This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of shares of Preferred Stock as the Rights evidenced by the
Rights Certificate or Rights Certificates surrendered shall have entitled such
holder to purchase.  If this Rights Certificate shall be exercised (other than
pursuant to Section 11(a)(ii) of the Rights Agreement) 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.  If this
Rights Certificate shall be exercised in whole or in part pursuant to Section
11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this
Rights Certificate duly marked to indicate that such exercise has occurred as
set forth in the Rights Agreement.

         Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right.  Subject to the provisions of the Rights
Agreement, the Company, at its option, may elect to mail payment of the
redemption price to the registered holder of the Right at the time of
redemption, in which event this certificate may become void without any further
action by the Company.

         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-thousandth of a share of Preferred Stock,
which may, at the election of the Company, be evidenced by depositary
receipts), but in lieu thereof a cash payment will be made, as provided in the
Rights Agreement.

         No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of 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.





                                      B-2


<PAGE>   40
         This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

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

         Dated:  ____________, 19__.

Attest:                                  S3 INCORPORATED



__________________________________       By ___________________________________

Name _____________________________       Name _________________________________

Title ____________________________       Title ________________________________


Countersigned:



__________________________________
as Rights Agent



By _______________________________





                                      B-3


<PAGE>   41
                  [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:





                                      B-4


<PAGE>   42
                                  CERTIFICATE


         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1)     the Rights evidenced by this Rights Certificate [ ] are [ ]
are 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 any such Acquiring
Person (as such terms are defined in the Rights Agreement); and

         (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


                                     NOTICE


         The signature to the foregoing Assignment 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-5


<PAGE>   43
                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                  exercise the Rights Certificate pursuant to
                  Section 11(a)(ii) of the Rights Agreement.)


To:  S3 INCORPORATED


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


-------------------------------------------------------------------------------
             (Please insert social security or other identifying number)

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

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

         The Rights Certificate indicating the balance, if any, of such Rights
which may still be exercised pursuant to Section 11(a)(ii) of the Rights
Agreement shall be returned to the undersigned unless such Person requests that
the Rights Certificate be registered in the name of and delivered to:

-------------------------------------------------------------------------------
Please insert social security or other identifying number (complete only if 
Rights Certificate is to be registered in a name other than the undersigned)

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

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

         Dated:  ____________, ______.



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

Signature Guaranteed:





                                      B-6


<PAGE>   44
                                  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 any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement);

         (2)     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 any such Acquiring Person (as such terms are
defined in the Rights Agreement); and

         (3)     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


                                     NOTICE


         The signature to the foregoing Election to Purchase 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>   45
                          FORM OF ELECTION TO PURCHASE

                 (To be executed if holder desires to exercise
                 the Rights Certificate other than pursuant to
                  Section 11(a)(ii) of the Rights Agreement.)


To:  S3 INCORPORATED


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

-------------------------------------------------------------------------------
             (Please insert social security or other identifying number)

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

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

         The Rights Certificate indicating the balance, if any, of such Rights
which may still be exercised pursuant to Section 11(a)(ii) of the Rights
Agreement shall be returned to the undersigned unless such Person requests that
the Rights Certificate be registered in the name of and delivered to:

-------------------------------------------------------------------------------
Please insert social security or other identifying number (complete only if 
Rights Certificate is to be registered in a name other than the undersigned)

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

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

         Dated:  ____________, ______.



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

Signature Guaranteed:





                                      B-8


<PAGE>   46
                                  CERTIFICATE


         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1)     the Rights evidenced by this Rights Certificate [ ] are [ ]
are 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 any such Acquiring
Person (as such terms are defined in the Rights Agreement); and

         (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


                                     NOTICE


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





                                      B-9


<PAGE>   47
                                   EXHIBIT C

                               SUMMARY OF RIGHTS


         On May 14, 1997, the Board of Directors of S3 Incorporated (the
"Company") declared a dividend distribution of one "Right" for each outstanding
share of common stock, par value $0.0001 per share (the "Common Stock"), of the
Company to stockholders of record at the close of business on June 1, 1997 (the
"Record Date").  Except as set forth below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one one-thousandth
of a share of a new series of preferred stock, designated as Series A
Participating Preferred Stock, par value $0.0001 per share (the "Preferred
Stock"), at a price of $85.00 (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and The First National Bank of
Boston, 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 a "Distribution Date" will occur upon the earliest of (i) a public
announcement that a person, entity or group of affiliated or associated persons
and/or entities (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock, other than as a result of repurchases of stock by the Company or
certain inadvertent actions by institutional or certain other stockholders, or
(ii) ten days (unless such date is extended by the Board of Directors)
following the commencement of (or a public announcement of an intention to
make) a tender offer or exchange offer which would result in any person, entity
or group of affiliated or associated persons and/or entities becoming an
Acquiring Person.

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

         The Rights are not exercisable until the Distribution Date.  The
Rights will expire on the earliest of (i) May 14, 2007, (ii) consummation of a
merger transaction with a Person or group who acquired Common Stock pursuant to
a Permitted Offer (as defined below), and is offering in the merger the same
price per share and form of consideration paid in the Permitted Offer, or (iii)
redemption or exchange of the Rights by the Company as described below.

         The number of Rights associated with each share of Common Stock shall
be proportionately adjusted to prevent dilution in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock.  The Purchase Price payable, and the number of shares 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





                                      C-1


<PAGE>   48
subdivision, combination or reclassification of the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for Preferred Stock, certain convertible securities or securities
having the same or more favorable rights, privileges and preferences as the
Preferred Stock 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 out of
earnings or retained earnings) or of subscription rights or warrants (other
than those referred to above).  With certain exceptions, no adjustments in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.

         In the event that, after the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such, the
Company is involved in a merger or other business combination transaction
(whether or not the Company is the surviving corporation) or 50% or more of the
Company's assets or earning power are sold (in one transaction or a series of
transactions), proper provision shall be made so that each holder of a Right
(other than an Acquiring Person) shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, that number of
shares of common stock of either the Company, in the event that it is the
surviving corporation of a merger or consolidation, or the acquiring company
(or, in the event there is more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market value of
two times the Purchase Price (such right being called the "Merger Right").  In
the event that a Person becomes the beneficial owner of 15% or more of the
outstanding shares of Common Stock (unless pursuant to a tender offer or
exchange offer for all outstanding shares of Common Stock at a price and on
terms determined prior to the date of the first acceptance of payment for any
of such shares by at least a majority of the members of the Board of Directors
who are not officers of the Company and are not Acquiring Persons or Affiliates
or Associates thereof to be both adequate and otherwise in the best interests
of the Company and its stockholders (a "Permitted Offer")), then proper
provision shall be made so that each holder of a Right will for a 60-day period
(subject to extension under certain circumstances) thereafter have the right to
receive upon exercise that number of shares of Common Stock (or, at the
election of the Company, which election may be obligatory if sufficient
authorized shares of Common Stock are not available, a combination of Common
Stock, property, other securities (e.g., Preferred Stock) and/or a reduction in
the exercise price of the Right) having a market value of two times the
Purchase Price (such right being called the "Subscription Right").  The holder
of a Right will continue to have the Merger Right whether or not such holder
exercises the Subscription Right.  Notwithstanding the foregoing, upon the
occurrence of any of the events giving rise to the exercisability of the Merger
Right or the Subscription Right, any Rights that are or were at any time after
the Distribution Date owned by an Acquiring Person shall immediately become
null and void.

         At any time prior to the earlier to occur of (i) a Person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $0.01 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors.  Additionally, the Company may thereafter redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price (i) if
such redemption is incidental to a merger or other business combination
transaction or series of transactions involving the Company but not involving
an Acquiring Person or certain related Persons or (ii) following an event
giving rise to, and the expiration of the exercise period for, the Subscription
Right if and for as long as the Acquiring Person triggering the Subscription
Right beneficially owns securities representing less than 15% of the
outstanding shares of Common Stock and at the time of redemption there are no
other Acquiring Persons.  The redemption of Rights described in the preceding
sentence shall be effective only as of such time when the Subscription Right is
not exercisable, and in any event, only after ten business days' prior notice.
Upon the effective date of the





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<PAGE>   49
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.

         Subject to applicable law, the Board of Directors, at its option, may
at any time after a Person becomes an Acquiring Person (but not after the
acquisition by such Person of 50% or more of the outstanding Common Stock),
exchange all or part of the then outstanding and exercisable Rights (except for
Rights which have become void) for shares of Common Stock at a rate of one
share of Common Stock per Right or, alternatively, for substitute consideration
consisting of cash, securities of the Company or other assets (or any
combination thereof).

         The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock).  Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 1,000 times the dividend declared on each share of Common Stock, but in no
event less than $25.00.  In the event of liquidation, the holders of shares of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of $1,000.00 or 1,000 times the payment made per each share of Common
Stock.  Each share of Preferred Stock will have 1,000 votes, voting together
with the shares of Common Stock.  In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 1,000 times the amount and type of
consideration received per share of Common Stock.  The rights of the Preferred
Stock as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions.  Fractional
shares of Preferred Stock will be issuable; however, (i) the Company may elect
to distribute depositary receipts in lieu of such fractional shares and (ii) in
lieu of fractional shares other than fractions that are multiples of one one-
thousandth of a share, 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.

         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.  The Company and the Rights Agent retain
broad authority to amend the Rights Agreement; however, following any
Distribution Date any amendment may not adversely affect the interests of
holders of Rights.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A.  A
copy of the Rights Agreement is available free of charge from the Company.
THIS SUMMARY DESCRIPTION OF THE RIGHTS DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RIGHTS AGREEMENT, WHICH IS
INCORPORATED HEREIN BY REFERENCE.





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