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

                                RIGHTS AGREEMENT

                          TRW AUTOMOTIVE HOLDINGS CORP.

                                       and

                               NATIONAL CITY BANK,

                                 as Rights Agent

                          Dated as of January 23, 2004

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





                                     


                                TABLE OF CONTENTS



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                                                                                                                 ----



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

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

Section 3. Issuance of Right Certificates.........................................................................5

Section 4. Form of Right Certificates.............................................................................7

Section 5. Countersignature and Registration......................................................................7

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
           Destroyed, Lost or Stolen Right Certificates ..........................................................8

Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights..........................................8

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

Section 9. Availability of Shares of Preferred Stock.............................................................10

Section 10. Preferred Stock Record Date..........................................................................11

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

Section 12. Certificate of Adjusted Purchase Price or Number of Shares...........................................18

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings Power................................19

Section 14. Fractional Rights and Fractional Shares..............................................................22

Section 15. Rights of Action.....................................................................................23

Section 16. Agreement of Right Holders...........................................................................24

Section 17. Right Certificate Holder Not Deemed a Stockholder....................................................24

Section 18. Concerning the Rights Agent..........................................................................24

Section 19. Merger or Consolidation or Change of Name of Rights Agent............................................25

Section 20. Duties of Rights Agent...............................................................................25

Section 21. Change of Rights Agent...............................................................................27

Section 22. Issuance of New Right Certificates...................................................................28

                                      -i-


Section 23. Redemption...........................................................................................28

Section 24. Exchange.............................................................................................29

Section 25. Notice of Certain Events.............................................................................30

Section 26. Notices..............................................................................................30

Section 27. Supplements and Amendments...........................................................................31

Section 28. Successors...........................................................................................31

Section 29. Benefits of this Rights Agreement....................................................................31

Section 30. Determinations and Actions by the Board of Directors.................................................32

Section 31. Severability.........................................................................................32

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

Section 33. Counterparts.........................................................................................32

Section 34. Descriptive Headings.................................................................................33



                                    EXHIBITS


Exhibit A - Form of Certificate of Designations


Exhibit B - Form of Rights Certificate


Exhibit C - Form of Summary of Rights






                                      -ii-








                             INDEX OF DEFINED TERMS


                                                                        Page
                                                                        ----

Acquiring Person..........................................................1
Affiliate.................................................................2
AI Direct Transferee......................................................3
AI Entity.................................................................3
AI Indirect Transferee....................................................3
Associate.................................................................2
Authorized Officer.......................................................26
Beneficial Owner..........................................................2
Beneficial Ownership......................................................2
beneficially own..........................................................2
Business Day..............................................................3
close of business.........................................................4
Common Stock..............................................................4
Common Stock equivalents.................................................13
Company...................................................................1
Current Value............................................................13
Distribution Date.........................................................5
equivalent preferred shares..............................................14
Exchange Act..............................................................2
Exchange Ratio...........................................................29
Exempted Entity...........................................................4
Expiration Date...........................................................8
Final Expiration Date.....................................................8
invalidation time........................................................12
Nasdaq....................................................................4

Northrop Grumman..........................................................4
Northrop Grumman Subsidiary...............................................4
NYSE .....................................................................4
Original Rights...........................................................2
Person....................................................................4
Preferred Stock...........................................................4
Principal Party..........................................................20
Purchase Price............................................................9
Record Date...............................................................1
Redemption Date...........................................................8
Redemption Price.........................................................28
Right.....................................................................1
Right Certificate.........................................................5
Rights Agent..............................................................1
Rights Agreement..........................................................1
Section 11(a)(ii) Trigger Date...........................................13
Securities Act............................................................4
Security.................................................................15
Spread...................................................................13
Stock Acquisition Date....................................................5
Subsidiary................................................................5
Substitution Period......................................................13
Summary of Rights.........................................................6
then outstanding..........................................................2
Trading Day..............................................................15




                                RIGHTS AGREEMENT


         Rights Agreement, dated as of January 23, 2004 (as amended,
supplemented or otherwise modified from time to time, the "Rights Agreement")
between TRW Automotive Holdings Corp., a Delaware corporation (the "Company"),
and National City Bank, a national banking association (the "Rights Agent").

                               W I T N E S S E T H

         WHEREAS, the Board of Directors of the Company has on January 23, 2004
authorized and declared a dividend of one preferred share purchase right (a
"Right") for each share of Common Stock (as defined below) of the Company
outstanding as of the close of business (as defined below) on February 2, 2004
(the "Record Date"), each Right representing the right to purchase one
one-thousandth (subject to adjustment) of a share of Preferred Stock (as defined
below), upon the terms and subject to the conditions herein set forth, and the
Board of Directors has further authorized and directed the issuance of one Right
(subject to adjustment as provided herein) with respect to each share of Common
Stock that shall become outstanding between the Record Date and the earlier of
the Distribution Date and the Expiration Date (as such terms are hereinafter
defined); provided, however, that Rights may be issued with respect to shares of
Common Stock that shall become outstanding after the Distribution Date and prior
to the Expiration Date in accordance with Section 22.

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

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

         (a) "Acquiring Person" shall mean any Person (as defined below) who or
which shall be the Beneficial Owner (as defined below) of 15% or more of the
shares of Common Stock then outstanding, but shall not include an Exempted
Entity (as defined below); provided, however, that if the Board of Directors of
the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person" has become such inadvertently (including, without limitation,
because (A) such Person was unaware that it beneficially owned a percentage of
Common Stock that would otherwise cause such Person to be an "Acquiring Person"
or (B) such Person was aware of the extent of its Beneficial Ownership of Common
Stock but had no actual knowledge of the consequences of such Beneficial
Ownership under this Rights Agreement) and without any intention of changing or
influencing control of the Company, then such Person shall not be deemed to be
or to have become an "Acquiring Person" for any purposes of this Rights
Agreement unless and until such Person shall have failed to divest itself, as
soon as practicable, if the Company so requests, of Beneficial Ownership of a
sufficient number of shares of Common Stock so that such Person would no longer
otherwise qualify as an "Acquiring Person". Notwithstanding the foregoing, no
Person shall be deemed an "Acquiring Person" as the result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned by
such Person to 15% or more of the shares of Common Stock then


outstanding; provided, however, that if a Person shall become the Beneficial
Owner of 15% or more of the shares of Common Stock then outstanding by reason of
such share acquisitions by the Company and thereafter becomes the Beneficial
Owner of any additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the outstanding Common
Stock or pursuant to a split or subdivision of the outstanding Common Stock),
then such Person shall be deemed to be an "Acquiring Person," subject to the
proviso set forth in the first sentence of this Section 1(a), unless upon the
consummation of the acquisition of such additional shares of Common Stock such
Person does not beneficially own 15% or more of the shares of Common Stock then
outstanding. The phrase "then outstanding", when used with reference to a
Person's Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person
would be deemed to own beneficially hereunder.

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

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

         (i) which such Person or any of such Person's Affiliates or Associates
    is deemed to beneficially own, directly or indirectly, within the meaning of
    Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in
    effect on the date of this Rights Agreement;

         (ii) which such Person or any of such Person's Affiliates or Associates
    has (A) the right to acquire (whether such right is exercisable immediately
    or only after the passage of time) pursuant to any agreement, arrangement or
    understanding (other than customary agreements with and between underwriters
    and selling group members with respect to a bona fide public offering of
    securities), written or otherwise, 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, (x) securities tendered
    pursuant to a tender or exchange offer made by or on behalf of such Person
    or any of such Person's Affiliates or Associates until such tendered
    securities are accepted for purchase or exchange, (y) securities which such
    Person has a right to acquire on the exercise of Rights at any time prior to
    the time a Person becomes an Acquiring Person or (z) securities issuable
    upon exercise of Rights from and after the time a Person becomes an
    Acquiring Person if such Rights were acquired by such Person or any of such
    Person's Affiliates or Associates prior to the Distribution Date or pursuant
    to Section 3 or Section 22 hereof (the "Original Rights") or pursuant to
    Section 11(i) or Section 11(n) with respect to an adjustment to the Original
    Rights; or (B) the right to vote pursuant to any agreement, arrangement or
    understanding, written or otherwise; provided, however, that a Person shall
    not be deemed the Beneficial Owner of, or to beneficially own, any security
    by reason of such agreement, arrangement or understanding if the agreement,
    arrangement or understanding to vote such security (1) arises solely from a
    revocable proxy or consent given to such

                                      -2-


    Person in response to a public proxy or consent solicitation made pursuant
    to, and in accordance with, the applicable rules and regulations promulgated
    under the Exchange Act and (2) is not also then reportable on Schedule 13D
    under the Exchange Act (or any comparable or successor report); or

         (iii) which are beneficially owned, directly or indirectly, by any
    other Person (or any Affiliate or Associate thereof) with which such Person
    (or any of such Person's Affiliates or Associates) has any agreement,
    arrangement or understanding (whether or not in writing), for the purpose of
    acquiring, holding, voting (except to the extent contemplated by the proviso
    to this Section 1(c)(ii)(B)) or disposing of such securities of the Company;

provided, however, that (x) that nothing in this Section 1(c) shall cause a
Person engaged in business as an underwriter of securities to be the "Beneficial
Owner" of, or to "beneficially own," any securities acquired through such
Person's participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition, and then only if
such securities continue to be owned by such Person at such expiration of forty
days; (y) no Person who is an officer, director, or employee of an Exempted
Entity shall be deemed, solely by reason of such Person's status or authority as
such, to be the "Beneficial Owner" of, to have "Beneficial Ownership" of or to
"beneficially own" any securities that are "beneficially owned" (as defined in
this Section 1(c)), including, without limitation, in a fiduciary capacity, by
an Exempted Entity or by any other such officer, director or employee of an
Exempted Entity; and (z) a Person shall not be deemed the Beneficial Owner of,
to have "Beneficial Ownership" of or to beneficially own, shares of Common Stock
(or securities convertible into, exchangeable into or exercisable for Common
Stock) held by such Person in trust accounts, managed accounts and the like, or
otherwise held in a fiduciary capacity, that are Beneficially Owned by third
Persons who are not Affiliates or Associates of such Person.

         (d) "AI Direct Transferee" shall mean any Person that acquires directly
from any AI Entity beneficial ownership of 15% or more of the then outstanding
Common Stock.

         (e) "AI Entity" shall mean Automotive Investors L.L.C., a Delaware
limited liability company, or any Affiliate thereof that has beneficial
ownership of the shares of Common Stock held by Automotive Investors L.L.C. as
of the date hereof or directly or indirectly acquires beneficial ownership of
15% or more of the shares of the then outstanding Common Stock, except for the
Company and its Subsidiaries.

         (f) "AI Indirect Transferee" shall mean any Person that acquires
directly from any AI Direct Transferee or any other AI Indirect Transferee
beneficial ownership of 15% or more of the then outstanding Common Stock.

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

                                      -3-


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

         (i) "Common Stock" when used with reference to the Company shall mean
the common stock, par value $0.01, of the Company. "Common Stock" when used with
reference to any Person other than the Company shall mean the capital stock (or,
in the case of an unincorporated entity, the equivalent equity interest) with
the greatest voting power of such other Person or, if such other Person is a
subsidiary of another Person, the Person or Persons which ultimately control
such first-mentioned Person.

         (j) "Exempted Entity" shall mean (1) the Company, (2) any Subsidiary
(as defined below) of the Company (in the case of subclauses (1) and (2)
including, without limitation, in its fiduciary capacity), (3) any employee
benefit plan of the Company or of any Subsidiary of the Company, (4) any entity
or trustee holding Common Stock for or pursuant to the terms of any such plan or
for the purpose of funding any such plan or funding other employee benefits for
employees of the Company or of any Subsidiary of the Company, (5) any AI Entity,
(6) any AI Direct Transferee, (7) any AI Indirect Transferee, (8) Northrop
Grumman, or (9) any Northrop Grumman Subsidiary; provided, however, that any AI
Entity, any AI Direct Transferee, any AI Indirect Transferee, Northrop Grumman
or any Northrop Grumman Subsidiary shall cease to be an Exempted Entity as of
the date that such AI Entity, AI Direct Transferee, AI Indirect Transferee,
Northrop Grumman or Northrop Grumman Subsidiary ceases to beneficially own 15%
or more of the shares of the then outstanding Common Stock.

         (k) "Northrop Grumman" shall mean collectively, Northrop Grumman
Corporation and Richmond U.K. Inc.

         (l) "Northrop Grumman Subsidiary" shall mean any corporation or other
entity in which Northrop Grumman, directly or indirectly, owns 80% or more of
the total voting power of the capital stock (or other similar interest) of such
corporation or other entity that is entitled to vote in the election of the
board of directors (or similar body) of such corporation or other entity at the
time of the transfer and that acquires directly from Northrop Grumman or any
other Northrop Grumman Subsidiary beneficial ownership of 15% or more of the
then outstanding Common Stock.

         (m) "Nasdaq" shall mean The Nasdaq Stock Market's National Market.

         (n) "NYSE" shall mean the New York Stock Exchange, Inc.

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

         (p) "Preferred Stock" shall mean the Series A Junior Participating
Preferred Stock, par value $.01 per share, of the Company having the rights and
preferences set forth in the Certificate of Designations attached to this Rights
Agreement as Exhibit A and, to the extent that there are not a sufficient number
of shares of Series A Junior Participating Preferred Stock authorized to permit
the full exercise of the Rights, any other series of preferred stock of the

                                      -4-


Company designated for such purpose containing terms substantially similar to
the terms of the Series A Junior Participating Preferred Stock.

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

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

         (s) "Subsidiary" of any Person shall mean any corporation or other
entity of which securities or other ownership interests having ordinary voting
power sufficient to elect a majority of the board of directors or other persons
performing similar functions are beneficially owned, directly or indirectly, by
such Person, and any corporation or other entity that is otherwise controlled by
such Person.

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of 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 upon ten (10) days' prior notice to the Rights Agent. The Rights Agent
shall have no duty to supervise, and shall in no event be liable for the acts or
omissions of any such co-Rights Agent.

         Section 3. Issuance of Right Certificates. (a) Until the close of
business on the earlier of (i) the tenth day after the Stock Acquisition Date or
(ii) the tenth Business Day (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement by any Person (other than an Exempted
Entity) of, or of the first public announcement of the intention of such Person
(other than an Exempted Entity) to commence, a tender or exchange offer the
consummation of which would result in any Person (other than an Exempted Entity)
becoming the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding (including, in the case of both clause (i) and (ii), any such date
which is after the date of this Rights Agreement and prior to the issuance of
the Rights) (the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the certificates for Common Stock
registered in the names of the holders thereof and not by separate Right
Certificates (as defined below), and (y) the Rights will be transferable only in
connection with the transfer of Common Stock. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Stock as of the close of business on the Distribution
Date (other than any Acquiring Person or any Associate or Affiliate of an
Acquiring Person), at the address of such holder shown on the records of the
Company, a Right Certificate, in substantially the form of Exhibit B hereto (a
"Right Certificate"), evidencing one Right (subject to adjustment as provided
herein) for each share of Common Stock so held.

                                      -5-


As of and after the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.

         (b) As promptly as practicable following the Record Date, the Company
will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock,
in substantially the form of Exhibit C hereto (the "Summary of Rights"), by
electronic mail, to each record holder of Common Stock as of the close of
business on the Record Date (other than any Acquiring Person or any Associate or
Affiliate of any Acquiring Person), at the address of such holder shown on the
records of the Company; provided, however, the Company will send a copy of the
Summary of Rights by first-class, postage-prepaid mail to each record holder who
so requests upon receipt of the electronic mail. With respect to shares of
Common Stock outstanding as of the Record Date, until the Distribution Date, the
Rights associated with such shares will be evidenced by the share certificate
for such shares of Common Stock registered in the names of the holders thereof
together with the Summary of Rights. Until the Distribution Date (or, if
earlier, the Expiration Date), the surrender for transfer of any certificate for
Common Stock outstanding on the Record Date, with or without a copy of the
Summary of Rights, shall also constitute the transfer of the Rights associated
with the Common Stock represented thereby.

         (c) Rights shall be issued in respect of all shares of Common Stock
issued or disposed of (including, without limitation, upon disposition of Common
Stock out of treasury stock or issuance or reissuance of Common Stock out of
authorized but unissued shares) after the Record Date but prior to the earlier
of the Distribution Date and the Expiration Date, or in certain circumstances
provided in Section 22 hereof, after the Distribution Date. Certificates issued
for Common Stock (including, without limitation, upon transfer of outstanding
Common Stock, disposition of Common Stock out of treasury stock or issuance or
reissuance of Common Stock out of authorized but unissued shares) after the
Record Date but prior to the earlier of the Distribution Date and the Expiration
Date shall have impressed on, printed on, written on or otherwise affixed to
them the following legend:

         "This certificate also evidences and entitles the holder hereof to
         certain rights as set forth in a Rights Agreement between TRW
         Automotive Holdings Corp. and National City Bank, as Rights Agent,
         dated as of January 23, 2004, as the same may be amended, supplemented
         or otherwise modified from time to time (the "Rights Agreement"), the
         terms of which are hereby incorporated herein by reference and a copy
         of which is on file at the principal executive offices of TRW
         Automotive Holdings Corp. Under certain circumstances, as set forth in
         the Rights Agreement, such Rights will be evidenced by separate
         certificates and will no longer be evidenced by this certificate. TRW
         Automotive Holdings Corp. will mail to the holder of this certificate a
         copy of the Rights Agreement without charge after receipt of a written
         request therefor. Under certain circumstances, as set forth in the
         Rights Agreement, Rights owned by or transferred to any Person who is
         or becomes an Acquiring Person (as defined in the Rights Agreement) and
         certain transferees thereof will become null and void and will no
         longer be transferable."

                                      -6-


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

         Notwithstanding this paragraph (c), the omission of a legend shall not
affect the enforceability of any part of this Rights Agreement or the rights of
any holder of the Rights.

         Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall 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 Rights
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 NYSE
or of any other stock exchange or automated quotation system on which the Rights
may from time to time be listed, or to conform to usage. Subject to the
provisions of Sections 11 and 22 hereof, the Right Certificates 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 Purchase Price (as
determined pursuant to Section 7), but the amount and type of securities
purchasable upon the exercise of each Right and the Purchase Price thereof shall
be subject to adjustment as provided herein.

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

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

                                      -7-


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

         Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)
Subject to the provisions of this Rights Agreement, at any time after the close
of business on the Distribution Date, and prior to the close of business on the
Expiration Date, any Right Certificate or Right Certificates may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of one
one-thousandths of a share of Preferred Stock (or, following such time, other
securities, cash or assets as the case may be) as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
or Right Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the office or agency of the
Rights Agent designated for such purpose. Thereupon the Rights Agent, subject to
the provisions of this Rights Agreement, shall countersign and deliver to the
Person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.

         (b) Subject to the provisions of this Rights Agreement, at any time
after the Distribution Date and prior to the Expiration Date, upon receipt by
the Company and the Rights Agent of evidence reasonably satisfactory to them of
the loss, theft, destruction or mutilation of a Right Certificate, and, in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory
to them, and, at the Company's request, reimbursement to the Company and the
Rights Agent of all reasonable expenses incidental thereto, and upon surrender
to the Rights Agent and cancellation of the Right Certificate if mutilated, the
Company will make and deliver a new Right Certificate of like tenor to the
Rights Agent for delivery to the registered holder in lieu of the Right
Certificate so lost, stolen, destroyed or mutilated.

         Section 7. Exercise of Rights, Purchase Price; Expiration Date of
Rights. (a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered holder of
any Right Certificate may, subject to Section 11(a)(ii) hereof and except as
otherwise provided herein, exercise the Rights evidenced thereby in whole or in
part upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent at the
office or agency of the Rights Agent designated for such purpose, together with
payment of the Purchase Price for each one one-thousandth of a share of
Preferred Stock (or other securities, cash or assets, as the case may be) as to
which the Rights are exercised, at any time which is both after the Distribution
Date and prior to the time (the "Expiration Date") that is the earliest of (i)
the close of business on January 22, 2014 (the "Final Expiration Date"), (ii)
the time at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date") or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.

         (b) The purchase price (the "Purchase Price") shall be initially
$115.00 for each one one-thousandth of a share of Preferred Stock purchasable
upon the exercise of a Right. The

                                      -8-


Purchase Price and the number of one one-thousandths of a share of Preferred
Stock or other securities or property to be acquired upon exercise of a Right
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) of this Section 7.

         (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the aggregate Purchase Price
for the number of shares of Preferred Stock to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 6 hereof, in cash or by certified check,
cashier's check or money order payable to the order of the Company, the Rights
Agent shall thereupon promptly (i) (A) requisition from any transfer agent of
the Preferred Stock or make available if the Rights Agent is the transfer agent
for the Preferred Stock 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) requisition from the depositary
agent appointed by the Company depositary receipts representing interests in
such number of one one-thousandths of a share of Preferred Stock as are to be
purchased, in which case certificates for the Preferred Stock represented by
such receipts shall be deposited by the transfer agent with the depositary agent
(and the Company hereby directs the depositary agent to comply with such
request), (ii) when appropriate, requisition from the Company the amount of cash
to be paid in lieu of issuance of fractional shares in accordance with Section
14 hereof, (iii) 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 Right 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 Right
Certificate.

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

         (e) Notwithstanding anything in this Rights Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder of Rights upon the occurrence of any
purported transfer or exercise of Rights pursuant to Section 6 hereof or this
Section 7 unless such registered holder shall have (i) completed and signed the
certificate contained in the form of assignment or election to purchase set
forth on the reverse side of the Right Certificate surrendered for such transfer
or exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) thereof as the Company shall
reasonably request.

         Section 8. Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights Agent for

                                      -9-


cancellation and retirement, and the Rights Agent shall so cancel and retire,
any other Right Certificate purchased or acquired by the Company otherwise than
upon the exercise thereof. The Rights Agent shall deliver all cancelled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy or cause to be destroyed such cancelled Right Certificates, and in such
case shall deliver a certificate of destruction thereof to the Company.

         Section 9. Availability of Shares of Preferred Stock. (a) The Company
covenants and agrees that it will cause to be reserved and kept available out of
its authorized and unissued shares of Preferred Stock or any 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.

         (b) So long as the shares of Preferred Stock (and, following the time
that a Person becomes an Acquiring Person, shares of Common Stock and other
securities) issuable upon the exercise of Rights may be listed or admitted to
trading on the NYSE or listed on any other national securities exchange or
quotation system, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares reserved for such
issuance to be listed or admitted to trading on the NYSE or listed on any other
exchange or quotation system upon official notice of issuance upon such
exercise.

         (c) From and after such time as the Rights become exercisable, the
Company shall use its best efforts, if then necessary to permit the issuance of
shares of Preferred Stock (and following the time that a Person first becomes an
Acquiring Person, shares of Common Stock and other securities) upon the exercise
of Rights, to register and qualify such shares of Preferred Stock (and following
the time that a Person first becomes an Acquiring Person, shares of Common Stock
and other securities) under the Securities Act and any applicable state
securities or "Blue Sky" laws (to the extent exemptions therefrom are not
available), cause such registration statement and qualifications to become
effective as soon as possible after such filing and keep such registration and
qualifications effective until the earlier of (x) the date as of which the
Rights are no longer exercisable for such securities and (y) the Expiration
Date. The Company may temporarily suspend, for a period of time not to exceed
ninety (90) days, the exercisability of the Rights in order to prepare and file
a registration statement under the Securities Act and permit it to become
effective. Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect. Notwithstanding any provision of this Rights Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction unless the
requisite qualification or exemption in such jurisdiction shall have been
obtained and until a registration statement under the Securities Act (if
required) shall have been declared effective.

         (d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all shares of Preferred Stock (and, following
the time that a Person becomes an Acquiring Person, shares of Common Stock and
other securities) delivered upon exercise of Rights shall, at the time of
delivery of the certificates therefor (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.

                                      -10-


         (e) The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Right Certificates or
of any shares of Preferred Stock (or shares of Common Stock or other securities)
upon the exercise of Rights. The Company shall not, however, be required to pay
any transfer tax or charge which may be payable in respect of any transfer or
delivery of Right Certificates to a Person other than, or the issuance or
delivery of certificates or depositary receipts for the Preferred Stock (or
shares of Common Stock or other securities) in a name other than that of, the
registered holder of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates or depositary receipts for
Preferred Stock (or shares of Common Stock or other securities) upon the
exercise of any Rights until any such tax or charge shall have been paid (any
such tax or charge being payable by that holder of such Right Certificate at the
time of surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax or charge is due.

         Section 10. Preferred Stock Record Date. Each Person in whose name any
certificate for Preferred Stock 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 represented thereby on, and such certificate shall be dated, the
date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer taxes
or charges) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preferred Stock 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 such transfer books are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a holder of Preferred Stock for which the Rights shall be
exercisable, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided herein.

         Section 11. Adjustment of Purchase Price, Number and Kind of Shares and
Number of Rights. The Purchase Price, the number of shares of Preferred Stock or
other securities or property purchasable upon exercise of each Right and the
number of Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.

         (a) (i) In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Stock payable in shares
of Preferred Stock, (B) subdivide the outstanding shares of Preferred Stock, (C)
combine the outstanding shares of Preferred Stock into a smaller number of
shares of Preferred Stock or (D) issue any shares of its capital stock in a
reclassification of the shares of Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification, as the case may be, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Stock transfer books of the Company were open, the holder would have
owned upon such exercise and been entitled to receive by virtue of such


                                      -11-


dividend, subdivision, combination or reclassification; provided, however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.

         (ii) Subject to Section 24 of this Rights Agreement and except as
    otherwise provided in this Section 11(a)(ii) and Section 11(a)(iii), in the
    event that any Person becomes an Acquiring Person, each holder of a Right
    shall thereafter have the right to receive, upon exercise thereof at a price
    equal to the then-current Purchase Price, in accordance with the terms of
    this Rights Agreement and in lieu of shares of Preferred Stock, such number
    of shares of Common Stock (or at the option of the Company, such number of
    one one-thousandths of a share of Preferred Stock) as shall equal 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 and dividing that product by (y) 50% of the then-current per
    share market price of the Company's Common Stock (determined pursuant to
    Section 11(d) hereof) on the date of the occurrence of such event; provided,
    however, that the Purchase Price (as so adjusted) and the number of shares
    of Common Stock so receivable upon exercise of a Right shall thereafter be
    subject to further adjustment as appropriate in accordance with Section
    11(f) hereof. Notwithstanding anything in this Rights Agreement to the
    contrary, however, from and after the time (the "invalidation time") when
    any Person first becomes an Acquiring Person, any Rights that are
    beneficially owned by (x) any Acquiring Person (or any Affiliate or
    Associate of any Acquiring Person), (y) a transferee of any Acquiring Person
    (or any such Affiliate or Associate) who becomes a transferee after the
    invalidation time or (z) a transferee of any Acquiring Person (or any such
    Affiliate or Associate) who became a transferee prior to or concurrently
    with the invalidation time pursuant to either (I) a transfer from the
    Acquiring Person to holders of its equity securities or to any Person with
    whom it has any continuing agreement, arrangement or understanding, written
    or otherwise, regarding the transferred Rights or (II) a transfer that the
    Board of Directors has determined is part of a plan, arrangement or
    understanding, written or otherwise, which has the purpose or effect of
    avoiding the provisions of this paragraph, and subsequent transferees of
    such Persons, shall be void without any further action and any holder of
    such Rights shall thereafter have no rights whatsoever with respect to such
    Rights under any provision of this Rights Agreement. The Company shall use
    all reasonable efforts to ensure that the provisions of this Section
    11(a)(ii) are complied with, but shall have no liability to any holder of
    Right Certificates or other Person as a result of its failure to make any
    determinations with respect to an Acquiring Person or its Affiliates,
    Associates or transferees hereunder. From and after the invalidation time,
    no Right Certificate shall be issued pursuant to Section 3 or Section 6
    hereof that represents Rights that are or have become void pursuant to the
    provisions of this paragraph, and any Right Certificate delivered to the
    Rights Agent that represents Rights that are or have become void pursuant to
    the provisions of this paragraph shall be cancelled. From and after the
    occurrence of an event specified in Section 13(a) hereof, any Rights that
    theretofore have not been exercised pursuant to this Section 11(a)(ii) shall
    thereafter be exercisable only in accordance with Section 13 and not
    pursuant to this Section 11(a)(ii).

                                      -12-


         (iii) The Company may at its option substitute for a share of Common
    Stock issuable upon the exercise of Rights in accordance with the foregoing
    subparagraph (ii) such number or fractions of shares of Preferred Stock
    having an aggregate current market value equal to the current per share
    market price of a share of Common Stock. In the event that there shall be an
    insufficient number of Common Stock authorized but unissued (and unreserved)
    to permit the exercise in full of the Rights in accordance with the
    foregoing subparagraph (ii), the Board of Directors shall, with respect to
    such deficiency, to the extent permitted by applicable law and any material
    agreements then in effect to which the Company is a party (A) determine the
    excess of (x) the value of the shares of Common Stock issuable upon the
    exercise of a Right in accordance with the foregoing subparagraph (ii) (the
    "Current Value") over (y) the then-current Purchase Price multiplied by the
    number of one one-thousandths of shares of Preferred Stock for which a Right
    was exercisable immediately prior to the time that the Acquiring Person
    became such (such excess, the "Spread"), and (B) with respect to each Right
    (other than Rights which have become void pursuant to Section 11(a)(ii)),
    make adequate provision to substitute for the shares of Common Stock
    issuable in accordance with subparagraph (ii) upon exercise of the Right and
    payment of the applicable Purchase Price, (1) cash, (2) a reduction in such
    Purchase Price, (3) shares of Preferred Stock or other equity securities of
    the Company (including, without limitation, shares or fractions of shares of
    preferred stock which, by virtue of having dividend, voting and liquidation
    rights substantially comparable to those of the shares of Common Stock, are
    deemed in good faith by the Board of Directors to have substantially the
    same value as the shares of Common Stock (such shares of preferred stock and
    shares or fractions of shares of preferred stock are hereinafter referred to
    as "Common Stock equivalents"), (4) debt securities of the Company, (5)
    other assets or (6) any combination of the foregoing, having a value which,
    when added to the value of the shares of Common Stock actually issued upon
    exercise of such Right, shall have an aggregate value equal to the Current
    Value (less the amount of any reduction in such Purchase Price), where such
    aggregate value has been determined by the Board of Directors upon the
    advice of a nationally recognized investment banking firm selected in good
    faith by the Board of Directors; provided, however, if the Company shall not
    make adequate provision to deliver value pursuant to clause (B) above within
    thirty (30) days following the date that the Acquiring Person became such
    (the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated
    to deliver, to the extent permitted by applicable law and any material
    agreements then in effect to which the Company is a party, upon the
    surrender for exercise of a Right and without requiring payment of the
    Purchase Price, shares of Common Stock (to the extent available), and then,
    if necessary, such number or fractions of shares of Preferred Stock (to the
    extent available) and then, if necessary, cash, which shares and/or cash
    have an aggregate value equal to the Spread. If within the thirty (30) day
    period referred to above the Board of Directors shall determine in good
    faith that it is likely that sufficient additional shares of Common Stock
    could be authorized for issuance upon exercise in full of the Rights, then,
    if the Board of Directors so elects, such thirty (30) day period may be
    extended to the extent necessary, but not more than ninety (90) days after
    the Section 11(a)(ii) Trigger Date, in order that the Company may seek
    stockholder approval for the authorization of such additional shares (such
    thirty (30) day period, as it may be extended, is hereinafter called the
    "Substitution Period"). To the extent that the Company determines that some

                                      -13-


    action need be taken pursuant to the second and/or third sentence of this
    Section 11(a)(iii), the Company (x) shall provide, subject to Section
    11(a)(ii) hereof and the last sentence of this Section 11(a)(iii) hereof,
    that such action shall apply uniformly to all outstanding Rights and (y) may
    suspend the exercisability of the Rights until the expiration of the
    Substitution Period in order to seek any authorization of additional shares
    and/or to decide the appropriate form of distribution to be made pursuant to
    such second sentence and to determine the value thereof. In the event of any
    such suspension, the Company shall issue a public announcement stating that
    the exercisability of the Rights has been temporarily suspended, as well as
    a public announcement at such time as the suspension is no longer in effect.
    For purposes of this Section 11(a)(iii), the value of the shares of Common
    Stock shall be the current per share market price (as determined pursuant to
    Section 11(d)(i)) on the Section 11(a)(ii) Trigger Date and the per share or
    fractional value of any Common Stock equivalent shall be deemed to equal the
    current per share market price of the Common Stock. The Board of Directors
    of the Company may, but shall not be required to, establish procedures to
    allocate the right to receive shares of Common Stock upon the exercise of
    the Rights among holders of Rights pursuant to this Section 11(a)(iii).

         (b) In case 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 similar rights,
privileges and preferences as the Preferred Stock ("equivalent preferred
shares")) or securities convertible into Preferred Stock or equivalent preferred
shares at a price per share of Preferred Stock or equivalent preferred shares
(or having a conversion price per share, if a security convertible into shares
of Preferred Stock or equivalent preferred shares) less than the then-current
per share market price of the Preferred Stock (determined pursuant to Section
11(d) hereof) 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 and equivalent preferred shares
outstanding on such record date plus the number of shares of Preferred Stock and
equivalent preferred shares which the aggregate offering price of the total
number of such shares so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such
current market price, and the denominator of which shall be the number of shares
of Preferred Stock and equivalent preferred shares outstanding on such record
date plus the number of additional shares of Preferred Stock and/or equivalent
preferred shares to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible); provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right. In case such subscription
price may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and which shall be binding
on the Rights Agent. Shares of Preferred Stock and equivalent preferred shares
owned by or held for the account of the Company shall not be deemed outstanding
for the purpose of any such computation. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
rights, options or

                                      -14-


warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

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

         (d) (i) Except as otherwise provided herein, for the purpose of any
computation hereunder, the "current per share market price" of any security (a
"Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed
to be the average of the daily closing prices per share of such Security for the
30 consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, that in the event that the current per
share market price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) a dividend or distribution on
such Security payable in shares of such Security or securities convertible into
such shares, or (B) any subdivision, combination or reclassification of such
Security, and prior to the expiration of 30 Trading Days after the ex-dividend
date for such dividend or distribution, or the record date for such subdivision,
combination or reclassification, then, and in each such case, the current per
share market price shall be appropriately adjusted to reflect the current market
price per share equivalent of such Security. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported by (w) the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the NYSE or,
(x) if the Security is not listed or admitted to trading on the NYSE, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
Security is listed or admitted to trading or, if (y) the Security is not listed
or admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked prices in
the over-the-counter market, as reported by Nasdaq or such other system then in
use, or, (z) if on any such date the Security is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a

                                      -15-


professional market maker making a market in the Security selected by the Board
of Directors of the Company. The term "Trading Day" shall mean a day on which
the principal national securities exchange on which the Security is listed or
admitted to trading is open for the transaction of business or, if the Security
is not listed or admitted to trading on any national securities exchange, a
Business Day.

         (ii) For the purpose of any computation hereunder, if the Preferred
    Stock is publicly traded, the "current per share market price" of the
    Preferred Stock shall be determined in accordance with the method set forth
    in Section 11(d)(i). If the Preferred Stock is not publicly traded but the
    Common Stock is publicly traded, the "current per share market price" of the
    Preferred Stock shall be conclusively deemed to be the current per share
    market price of the Common Stock, as determined pursuant to Section
    11(d)(i), multiplied by one thousand (appropriately adjusted to reflect any
    stock split, stock dividend or similar transaction occurring after the date
    hereof). If neither the Common Stock nor the Preferred Stock is publicly
    traded, "current per share market price" shall mean the fair value per share
    as determined in good faith by the Board of Directors of the Company, whose
    determination shall be described in a statement filed with the Rights Agent
    and shall be binding on the Rights Agent.

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

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

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

         (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Section 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall


                                      -16-


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 ten- thousandth of a share of Preferred Stock) obtained by (i)
multiplying (x) the number of one one-thousandths of a share of Preferred Stock
purchasable upon the exercise of a Right immediately prior to such adjustment by
(y) the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.

         (i) The Company may elect on or after the date of any adjustment of the
Purchase Price pursuant to Sections 11(b) or 11(c) hereof to adjust the number
of Rights, in substitution for any adjustment in the number of one
one-thousandths of a share of Preferred Stock purchasable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of
Rights shall be exercisable for the number of 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
ten-thousandth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make a
public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company may, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled as a result of
such adjustment. Right Certificates so to be distributed shall be issued,
executed and countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right Certificates on the
record date specified in the public announcement.

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

         (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the shares of Preferred
Stock or other shares of capital stock issuable upon exercise of the Rights, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of Preferred Stock or other such shares at
such adjusted Purchase Price.

                                      -17-


         (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 Preferred Stock, Common Stock or other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the Preferred Stock,
Common Stock or 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) Notwithstanding anything in this Section 11 to the contrary, the
Company shall be entitled to make such adjustments 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 Preferred Stock or securities which
by their terms are convertible into or exchangeable for Preferred Stock,
dividends on Preferred Stock payable in shares of Preferred Stock or issuance of
rights, options or warrants referred to hereinabove in Section 11(b), hereafter
made by the Company to holders of its Preferred Stock shall not be taxable to
such stockholders.

         (n) Notwithstanding anything in this Rights Agreement to the contrary,
in the event that at any time after the date of this Rights Agreement and prior
to the Distribution Date, the Company shall (i) declare or pay any dividend on
the Common Stock payable in Common Stock or (ii) effect a subdivision,
combination or consolidation of the Common Stock (by reclassification or
otherwise than by payment of a dividend payable in Common Stock) into a greater
or lesser number of shares of Common Stock, then in any such case, the number of
Rights associated with each share of Common Stock then outstanding, or issued or
delivered thereafter, 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 Company agrees that, after the earlier of the Distribution Date
or the Stock Acquisition Date, it will not, except as permitted by Sections 23,
24 or 27 hereof, take (or permit any Subsidiary to take) any action if at the
time such action is taken it is reasonably foreseeable that such action will
diminish substantially or eliminate the benefits intended to be afforded by the
Rights.

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for

                                      -18-


the Common Stock or the Preferred Stock a copy of such certificate and (c) mail
a brief summary thereof to each holder of a Right Certificate in accordance with
Section 25 hereof (if so required under Section 25 hereof). The Rights Agent
shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall not be deemed to have knowledge of any
such adjustment unless and until it shall have received such certificate.

         Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earnings Power. (a) In the event, directly or indirectly, at any time after any
Person has become an Acquiring Person, (i) the Company shall merge with and into
any other Person (other than one or more of its wholly-owned Subsidiaries), (ii)
any Person (other than one or more of its wholly-owned Subsidiaries), shall
consolidate with the Company, or any Person (other than one or more of its
wholly-owned Subsidiaries), shall merge with and into the Company and the
Company shall be the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Common Stock shall be changed
into or exchanged for stock or other securities of any other Person (or of the
Company) or cash or any other property, or (iii) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power aggregating to
50% or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person (other than the Company or one or more of
its wholly-owned Subsidiaries), then, and in each such case, proper provision
shall be made so that:

         (A) each holder of record of a Right (other than Rights which have
become void pursuant to Section 11(a)(ii)) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then-current Purchase
Price multiplied by the number of one one-thousandths of a share of Preferred
Stock for which a Right was exercisable (whether or not such Right was then
exercisable) immediately prior to the time that any Person first became an
Acquiring Person (each as subsequently adjusted thereafter pursuant to Section
11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the
terms of this Rights Agreement and in lieu of Preferred Stock, such number of
validly issued, fully paid and non-assessable and freely tradeable shares of
Common Stock of the Principal Party (as defined below) not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be equal
to the result obtained by (1) multiplying the then-current Purchase Price by the
number of one one-thousandths of a share of Preferred Stock for which a Right
was exercisable immediately prior to the time that any Person first became an
Acquiring Person (as subsequently adjusted thereafter pursuant to Section
11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that
product by 50% of the then-current per share market price of the Common Stock of
such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the
date of consummation of such consolidation, merger, sale or transfer; provided
that the Purchase Price and the number of shares of Common Stock of such
Principal Party issuable upon exercise of each Right shall be further adjusted
as provided in Section 11(f) of this Rights Agreement to reflect any events
occurring in respect of such Principal Party after the date of such
consolidation, merger, sale or transfer;

         (B) 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 Rights Agreement;

                                      -19-


         (C) the term "Company" as used herein shall thereafter be deemed to
refer to such Principal Party; and

         (D) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of its shares of its Common
Stock) in connection with such consummation of any such transaction as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to the shares of its Common Stock
thereafter deliverable upon the exercise of the Rights; provided that, upon the
subsequent occurrence of any consolidation, merger, sale or transfer of assets
or other extraordinary transaction in respect of such Principal Party, each
holder of a Right shall thereupon be entitled to receive, upon exercise of a
Right and payment of the Purchase Price as provided in this Section 13(a), such
cash, shares, rights, warrants and other property which such holder would have
been entitled to receive had such holder, at the time of such transaction, owned
the Common Stock of the Principal Party receivable upon the exercise of a Right
pursuant to this Section 13(a), and such Principal Party shall take such steps
(including, but not limited to, reservation of shares of stock) as may be
necessary to permit the subsequent exercise of the Rights in accordance with the
terms hereof for such cash, shares, rights, warrants and other property.

         (b) "Principal Party" shall mean:

         (i) in the case of any transaction described in clauses (i) or (ii) of
    the first sentence of Section 13(a) hereof: (A) the Person that is the
    issuer of the securities into which the shares of Common Stock are converted
    in such merger or consolidation, or, if there is more than one such issuer,
    the issuer of the shares of Common Stock of which have the greatest
    aggregate market value of shares outstanding, or (B) if no securities are so
    issued, (x) the Person that is the other party to the merger, if such Person
    survives said merger, or, if there is more than one such Person, the Person
    the shares of Common Stock of which have the greatest aggregate market value
    of shares outstanding or (y) if the Person that is the other party to the
    merger does not survive the merger, the Person that does survive the merger
    (including the Company if it survives) or (z) the Person resulting from the
    consolidation; and

         (ii) in the case of any transaction described in clause (iii) of the
    first sentence in Section 13(a) hereof, the Person that is the party
    receiving the greatest portion of the assets or earning power transferred
    pursuant to such transaction or transactions, or, if each Person that is a
    party to such transaction or transactions receives the same portion of the
    assets or earning power so transferred or if the Person receiving the
    greatest portion of the assets or earning power cannot be determined,
    whichever of such Persons is the issuer of Common Stock having the greatest
    aggregate market value of shares outstanding;

provided, however, that in any such case described in the foregoing clause
(b)(i) or (b)(ii), if the Common Stock of such Person is not at such time or has
not been continuously over the preceding 12-month period registered under
Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, the term "Principal Party" shall refer to such other Person, or (2)
if such

                                      -20-


Person is a Subsidiary, directly or indirectly, of more than one Person, and the
Common Stock of all of such persons have been so registered, the term "Principal
Party" shall refer to whichever of such Persons is the issuer of Common Stock
having the greatest aggregate market value of shares outstanding, or (3) if such
Person is owned, directly or indirectly, by a joint venture formed by two or
more Persons that are not owned, directly or indirectly, by the same Person, the
rules set forth in clauses (1) and (2) above shall apply to each of the owners
having an interest in the venture as if the Person owned by the joint venture
was a Subsidiary of both or all of such joint venturers, and the Principal Party
in each such case shall bear the obligations set forth in this Section 13 in the
same ratio as its interest in such Person bears to the total of such interests.

         (c) The Company shall not consummate any consolidation, merger, sale or
transfer referred to in Section 13(a) hereof unless prior thereto the Company
and the Principal Party involved therein shall have executed and delivered to
the Rights Agent an agreement confirming that the requirements of Sections 13(a)
and (b) hereof shall promptly be performed in accordance with their terms and
that such consolidation, merger, sale or transfer of assets shall not result in
a default by the Principal Party under this Rights Agreement as the same shall
have been assumed by the Principal Party pursuant to Sections 13(a) and (b)
hereof and providing that, as soon as practicable after executing such agreement
pursuant to this Section 13, the Principal Party will:

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

         (ii) use its best efforts, if the Common Stock of the Principal Party
    shall be listed or admitted to trading on the NYSE or on another national
    securities exchange, to list or admit to trading (or continue the listing
    of) the Rights and the securities purchasable upon exercise of the Rights on
    the NYSE or such securities exchange, or, if the Common Stock of the
    Principal Party shall not be listed or admitted to trading on the NYSE or a
    national securities exchange, to cause the Rights and the securities
    receivable upon exercise of the Rights to be reported by such other system
    then in use;

         (iii) deliver to holders of the Rights historical financial statements
    for the Principal Party which comply in all respects with the requirements
    for registration on Form 10 (or any successor form) under the Exchange Act;
    and

         (iv) obtain waivers of any rights of first refusal or preemptive rights
    in respect of the Common Stock of the Principal Party subject to purchase
    upon exercise of outstanding Rights.

         (d) In case the Principal Party has a provision in any of its
authorized securities or in its certificate of incorporation or by-laws or other
instrument governing its affairs, which provision would have the effect of (i)
causing such Principal Party to issue (other than to holders

                                      -21-


of Rights pursuant to this Section 13), in connection with, or as a consequence
of, the consummation of a transaction referred to in this Section 13, shares of
Common Stock or Common Stock equivalents of such Principal Party at less than
the then-current market price per share thereof (determined pursuant to Section
11(d) hereof) or securities exercisable for, or convertible into, Common Stock
or Common Stock equivalents of such Principal Party at less than such
then-current market price, or (ii) providing for any special payment, tax or
similar provision in connection with the issuance of the Common Stock of such
Principal Party pursuant to the provisions of Section 13, then, in such event,
the Company hereby agrees with each holder of Rights that it shall not
consummate any such transaction unless prior thereto the Company and such
Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing that the provision in question of such
Principal Party shall have been canceled, waived or amended, or that the
authorized securities shall be redeemed, so that the applicable provision will
have no effect in connection with, or as a consequence of, the consummation of
the proposed transaction.

         (e) The Company covenants and agrees that it shall not, at any time
after a Person first becomes an Acquiring Person enter into any transaction of
the type contemplated by Sections 13(a)(i)-(iii) hereof if (x) at the time of or
immediately after such consolidation, merger, sale, transfer or other
transaction there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights, (y)
prior to, simultaneously with or immediately after such consolidation, merger,
sale, transfer or other transaction, the stockholders of the Person who
constitutes, or would constitute, the Principal Party for purposes of Section
13(b) hereof shall have received a distribution of Rights previously owned by
such Person or any of its Affiliates or Associates or (z) the form or nature of
organization of the Principal Party would preclude or limit the exercisability
of the Rights.

         Section 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights (except prior to the
Distribution Date in accordance with Section 11(n) hereof) or to distribute
Right Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
Right. For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price for any day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported by (w)
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the NYSE or, (x) if the Rights are
not listed or admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading or, (y) if the Rights are not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by Nasdaq or such other system then in use or, (z) 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

                                      -22-


Board of Directors of the Company. If on any such date no such market maker is
making a market in the Rights, the fair value of the Rights on such date as
determined in good faith by the Board of Directors of the Company shall be used.

         (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one
one-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). Interests in fractions of Preferred Stock in integral
multiples of one one-thousandth of a share of Preferred Stock may, at the
election of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected by it;
provided, that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Preferred Stock represented by such
depositary receipts. In lieu of fractional shares of Preferred Stock that are
not integral multiples of one one-thousandth of a share of Preferred Stock, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised for shares of Preferred Stock as herein provided an
amount in cash equal to the same fraction of the current market value of one
share of Preferred Stock. For the purposes of this Section 14(b), the current
market value of a share of Preferred Stock shall be 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) 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 upon the exercise or exchange of Rights. In lieu of such fractional
shares of Common Stock, the Company shall pay to the registered holders of the
Right Certificates at the time such Rights are exercised or exchanged for shares
of Common Stock as herein provided an amount in cash equal to the same fraction
of the current market value of a whole share of Common Stock (as determined in
accordance with Section 11(d)(i) hereof) for the Trading Day immediately prior
to the date of such exercise or exchange.

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

         Section 15. Rights of Action. All rights of action in respect of this
Rights Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Right 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 Right Certificate (or, prior to the
Distribution Date, of the Common Stock), on such holder's own behalf and for
such holder's own benefit, may 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 Right
Certificate (or, prior to the Distribution Date, such Common Stock) in the
manner provided in such Right Certificate and in this Rights Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the

                                      -23-


holders of Rights would not have an adequate remedy at law for any breach of
this Rights Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Rights Agreement.

         Section 16. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

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

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

         (iii) the Company and the Rights Agent may deem and treat the Person in
    whose name the Right Certificate (or, prior to the Distribution Date, the
    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 Right Certificates or the 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, subject to Section
    7(e) hereof, shall be affected by any notice to the contrary.

         Section 17. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Stock or any
other securities of the Company which may at any time be issuable on the
exercise or exchange of the Rights represented thereby, nor shall anything
contained herein or in any Right Certificate be construed to confer upon the
holder of any Right Certificate, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in this Rights Agreement), or
to receive dividends or subscription rights, or otherwise, until the Rights
evidenced by such Right Certificate shall have been exercised or exchanged in
accordance with the provisions hereof.

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

                                      -24-


         (b) The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in connection
with, its administration of this Rights Agreement in reliance upon any Right
Certificate or certificate for the Preferred Stock or 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 reasonably believed by it to
be genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons, or otherwise upon the advice of
counsel as set forth in Section 20 hereof.

         Section 19. Merger or Consolidation or Change of Name of Rights Agent.
(a) Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any corporation succeeding to the stock
transfer or corporate trust powers of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Rights Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Rights Agreement, any of the Right Certificates shall
have been countersigned but not delivered, such successor Rights Agent may adopt
the countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of such successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.

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

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

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

         (b) Whenever in the performance of its duties under this Rights
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or established

                                      -25-


by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by any one of the Chief Executive Officer, President, any
Vice President, the Treasurer or the Secretary of the Company (each, an
"Authorized Officer") 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 Rights Agreement in reliance
upon such certificate.

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

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

         (e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Rights Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including the Rights becoming void pursuant to Section 11(a)(ii)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 3, 11, 13, 23 and 24, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of a certificate furnished pursuant to Section 12,
describing such change or adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Preferred Stock or other securities to be issued
pursuant to this Rights Agreement or any Right Certificate or as to whether any
shares of Preferred Stock or other securities will, when issued, be validly
authorized and issued, fully paid and nonassessable.

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

         (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person reasonably believed by the Rights Agent to be one of the Authorized
Officers, and to apply to such Authorized Officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or
suffered by it in good faith in accordance with instructions of any such
Authorized Officer or for any delay in acting while waiting for those
instructions. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent under this Rights
Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken by, or omission of, the

                                      -26-


Rights Agent in accordance with a proposal included in any such application on
or after the date specified in such application (which date shall not be less
than five Business Days after the date any Authorized Officer of the Company
actually receives such application, unless any such Authorized Officer shall
have consented in writing to an earlier date) unless, prior to taking any such
action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application
specifying the action to be taken or omitted.

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

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

         (j) If, with respect to any Right Certificate surrendered to the Rights
Agent for exercise or transfer, the certificate contained in the form of
assignment or the form of election to purchase set forth on the reverse thereof,
as the case may be, has not been completed to certify the holder is not an
Acquiring Person (or an Affiliate or Associate thereof) or a transferee thereof,
the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.

         Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Rights
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Stock or the Preferred Stock by registered or
certified mail, and, following the Distribution Date, to the holders of the
Right Certificates by first-class mail. The Company may remove the Rights Agent
or any successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Stock or the Preferred Stock by registered or certified
mail, and, following the Distribution Date, to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be (A) a corporation organized and doing business under the laws of the
United States or any State thereof, which is authorized

                                      -27-


under such laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million or (B) 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 file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock or the Preferred Stock, and, following the Distribution Date,
mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

         Section 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Rights Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such forms as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Rights Agreement. In addition, in
connection with the issuance or sale of Common Stock following the Distribution
Date and prior to the Expiration Date, the Company may with respect to shares of
Common Stock so issued or sold pursuant to (i) the exercise of stock options,
(ii) under any employee plan or arrangement, (iii) the exercise, conversion or
exchange of securities, notes or debentures issued by the Company or (iv) a
contractual obligation of the Company, in each case existing prior to the
Distribution Date, issue Right Certificates representing the appropriate number
of Rights in connection with such issuance or sale.

         Section 23. Redemption. (a) The Board of Directors of the Company may,
at any time prior to such time as any Person first becomes an Acquiring Person,
redeem all but not less than all the then-outstanding Rights at a redemption
price of $.01 per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. The Company may, at its option, pay the
Redemption Price in cash, shares of Common Stock (based on the current market
price of the Common Stock at the time of redemption as determined pursuant to
Section 11(d)(i) hereof) or any other form of consideration deemed appropriate
by the Board of Directors.

         (b) Immediately upon the action of the Board of Directors ordering the
redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at
such later time as the Board of Directors may establish for the effectiveness of
such redemption), and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. The Company shall
promptly give public notice of any such redemption; provided, however, that the
failure to

                                      -28-


give, or any defect in, any such notice shall not affect the validity of such
redemption. Within 10 days after such action of the Board of Directors ordering
the redemption of the Rights (or such later time as the Board of Directors may
establish for the effectiveness of such redemption), the Company shall mail a
notice of redemption to all the holders of the then-outstanding Rights at their
last addresses as they appear upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent for
the Common 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 shall state the method by which the payment of the Redemption
Price will be made.

         Section 24. Exchange. (a) The Board of Directors of the Company may, at
its option, at any time after any Person first becomes an Acquiring Person,
exchange all or part of the then-outstanding and exercisable Rights (which shall
not include Rights that have not become effective or that have become void
pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such amount per Right being hereinafter
referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board
of Directors shall not be empowered to effect such exchange at any time after an
Acquiring Person becomes the Beneficial Owner of shares of Common Stock
aggregating 50% or more of the shares of Common Stock then outstanding. From and
after the occurrence of an event specified in Section 13(a) hereof, any Rights
that theretofore have not been exchanged pursuant to this Section 24(a) shall
thereafter be exercisable only in accordance with Section 13 and may not be
exchanged pursuant to this Section 24(a). The exchange of the Rights by the
Board of Directors may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion may establish.

         (b) Immediately upon the effectiveness of the action of the Board of
Directors of the Company ordering the exchange of any Rights pursuant to
paragraph (a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only right
thereafter of a holder of such Rights shall be to receive that number of shares
of Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give public notice
of any 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
shall promptly mail a notice of any such exchange to all of the holders of the
Rights so exchanged at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.

         (c) The Company may at its option substitute and, in the event that
there shall not be sufficient shares of Common Stock issued but not outstanding
or authorized but unissued (and unreserved) to permit an exchange of Rights as
contemplated in accordance with this Section 24, the Company shall substitute to
the extent of such insufficiency, for each share of Common

                                      -29-


Stock that would otherwise be issuable upon exchange of a Right, a number of
shares of Preferred Stock or fraction thereof (or equivalent preferred shares as
such term is defined in Section 11(b)) such that the current per share market
price (determined pursuant to Section 11(d) hereof) of one share of Preferred
Stock (or equivalent preferred share) multiplied by such number or fraction is
equal to the current per share market price of one share of Common Stock
(determined pursuant to Section 11(d) hereof) as of the date of such exchange.

         Section 25. Notice of Certain Events. (a) In case the Company shall at
any time after the earlier of the Distribution Date or the Stock Acquisition
Date propose (i) to pay any dividend payable in stock of any class to the
holders of its Preferred Stock or to make any other distribution to the holders
of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to
offer to the holders of its Preferred Stock rights or warrants to subscribe for
or to purchase any additional shares of Preferred Stock or shares of stock of
any class or any other securities, rights or options, (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification involving
only the subdivision or combination of outstanding Preferred Stock), (iv) to
effect the liquidation, dissolution or winding up of the Company, or (v) to
declare or pay any dividend on the Common Stock payable in Common Stock or to
effect a subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock),
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, or distribution or offering of rights or warrants, or the date on
which such liquidation, dissolution, reclassification, subdivision, combination,
consolidation or winding up is to take place and the date of participation
therein by the holders of the Common Stock and/or Preferred Stock, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 10 days prior to the record date
for determining holders of the Preferred Stock for purposes of such action, and
in the case of any such other action, at least 10 days prior to the date of the
taking of such proposed action or the date of participation therein by the
holders of the Common Stock and/or Preferred Stock, whichever shall be the
earlier.

         (b) In case any event described in Section 11(a)(ii) or Section 13
shall occur then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate (or if occurring prior to the Distribution
Date, the holders of the Common Stock) in accordance with Section 26 hereof, a
notice of the occurrence of such event, which notice shall describe such event
and the consequences of such event to holders of Rights under Section 11(a)(ii)
and Section 13 hereof.

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

                  TRW Automotive Holdings Corp.
                  12025 Tech Center Drive
                  Livonia, MI 48150
                  Attention: General Counsel

                                      -30-


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

                  National City Bank
                  Corporate Trust Administration
                  Suite 635-LOC 3116
                  629 Euclid Avenue
                  Cleveland, Ohio 44114
                  Attention: Sherry L. Damore, Vice President

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

         Section 27. Supplements and Amendments. Except as otherwise provided in
this Section 27, for so long as the Rights are then redeemable, the Company may
in its sole and absolute discretion, and the Rights Agent shall if the Company
so directs, supplement or amend any provision of this Rights Agreement in any
respect without the approval of any holders of the Rights. At any time when the
Rights are no longer redeemable, except as otherwise provided in this Section
27, the Company may, and the Rights Agent shall, if the Company so directs,
supplement or amend this Rights Agreement without the approval of any holders of
Rights in order to (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period hereunder, or (iv)
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable; provided, however, that no such supplement or
amendment shall adversely affect the interests of the holders of Rights as such
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person), and no such amendment may cause the Rights again to become redeemable
or cause this Rights Agreement again to become amendable other than in
accordance with this sentence. Notwithstanding anything contained in this Rights
Agreement to the contrary, no supplement or amendment shall be made which
decreases the Redemption Price. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the supplement or amendment
is in compliance with the terms of this Section 27, the Rights Agent shall
execute such supplement or amendment; provided that any supplement or amendment
that does not amend Sections 18, 19, 20 or 21 hereof in a manner adverse to the
Rights Agent shall become effective immediately upon execution by the Company,
whether or not also executed by the Rights Agent.

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

         Section 29. Benefits of this Rights Agreement. Nothing in this Rights
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent

                                      -31-


and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Stock) any legal or equitable right, remedy or
claim under this Rights Agreement; but this Rights Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the
Common Stock).

         Section 30. Determinations and Actions by the Board of Directors. The
Board of Directors of the Company shall have the exclusive power and authority
to administer this Rights Agreement and to exercise the rights and powers
specifically granted to the Board of Directors of the Company or to the Company,
or as may be necessary or advisable in the administration of this Rights
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Rights Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Rights Agreement
(including, without limitation, a determination to redeem or not redeem the
Rights or to amend this Rights Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) that are done or made by the Board
of Directors of the Company in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights, as such,
and all other parties, and (y) not subject the Board of Directors to any
liability to the holders of the Rights.

         Section 31. Severability. If any term, provision, covenant or
restriction of this Rights Agreement or applicable to this Rights 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 Rights Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board determines in its good faith
judgment that severing the invalid language from this Agreement would adversely
affect the purpose or effect of this Agreement, the right of redemption set
forth in Section 23 hereof shall be reinstated (with prompt notice to the Rights
Agent) and shall not expire until the close of business on the tenth Business
Day following the date of such determination by the Board. Without limiting the
foregoing, if any provision requiring a specific group of Directors of the
Company to act is held to by any court of competent jurisdiction or other
authority to be invalid, void or unenforceable, such determination shall then be
made by the Board in accordance with applicable law and the Company's Articles
of Incorporation and Bylaws.

         Section 32. Governing Law. This Rights Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

         Section 33. Counterparts. This Rights 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.

                                      -32-


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






                                      -33-



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


                                         TRW AUTOMOTIVE HOLDINGS CORP.




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



                                         NATIONAL CITY BANK




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






                                                                       EXHIBIT A

                                      FORM

                                       OF

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                          TRW AUTOMOTIVE HOLDINGS CORP.

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

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

         TRW Automotive Holdings Corp., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Company"),
hereby certifies that the following resolution was duly adopted by the Board of
Directors of the Company as required by Section 151 of the General Corporation
Law of the State of Delaware on January 23, 2004:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company (hereinafter being referred to as the "Board of
Directors" or the "Board") in accordance with the provisions of the Company's
Second Amended and Restated Certificate of Incorporation (hereinafter being
referred to as the "Certificate of Incorporation"), the Board of Directors
hereby creates a series of Preferred Stock, par value $0.01 per share, of the
Company, to be designated the "Series A Junior Participating Preferred Stock"
and hereby adopts the resolution establishing the designations, number of
shares, preferences, voting powers and other rights and the restrictions and
limitations thereof, of the shares of such series as set forth below:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 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 Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company convertible
into Series A Preferred Stock.

         Section 2. Dividends and Distributions

         (A) Subject to the rights of the holders of any shares of any series of
    Preferred Stock of the Company (the "Preferred Stock") (or any similar
    stock) ranking prior and superior to the Series A Preferred Stock with
    respect to dividends, the holders of shares of Series A Preferred Stock, in
    preference to the holders of Common Stock, par

                                      A-1


    value $0.01 per share, of the Company (the "Common Stock") and of any other
    stock of the Company ranking junior to the Series A Preferred Stock, shall
    be entitled to receive, when, as and if declared by the Board of Directors
    out of funds legally available for the purpose, quarterly dividends payable
    in cash on the last day of January, April, July, and October in each year
    (each such date being referred to herein as a "Dividend Payment Date"),
    commencing on the first Dividend Payment Date after the first issuance of a
    share or fraction of a share of Series A Preferred Stock (the "Issue Date"),
    in an amount per share (rounded to the nearest cent) equal to the greater of
    (a) $1 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, declared on the Common Stock since the immediately preceding
    Dividend Payment Date or, with respect to the first Dividend Payment Date,
    since the first issuance of any share or fraction of a share of Series A
    Preferred Stock. In the event the Company shall at any time after the Issue
    Date declare and pay any dividend on the Common Stock payable in shares of
    Common Stock, or effect a subdivision or combination or consolidation of the
    outstanding shares of Common Stock (by reclassification or otherwise than by
    payment of a dividend in shares of Common Stock) into a greater or lesser
    number of shares of Common Stock, then in each such case the amount to which
    holders of shares of Series A Preferred Stock were entitled immediately
    prior to such event under clause (b) of the preceding sentence shall be
    adjusted by multiplying such amount by a fraction, the numerator of which is
    the number of shares of Common Stock outstanding immediately after such
    event and the denominator of which is the number of shares of Common Stock
    that were outstanding immediately prior to such event.

         (B) The Company shall declare a dividend or distribution on the Series
    A Preferred Stock as provided in paragraph (A) of this Section immediately
    after it declares a dividend or distribution on the Common Stock (other than
    a dividend payable in shares of Common Stock); provided that, in the event
    no dividend or distribution shall have been declared on the Common Stock
    during the period between any Dividend Payment Date and the next subsequent
    Dividend Payment Date, a dividend of $1 per share on the Series A Preferred
    Stock shall nevertheless be payable, when, as and if declared, on such
    subsequent Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative, whether or not
    earned or declared, on outstanding shares of Series A Preferred Stock from
    the Dividend Payment Date next preceding the date of issue of such shares,
    unless the date of issue of such shares is prior to the record date for the
    first 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 Dividend Payment Date or is a date after the record date for the
    determination of holders of shares of Series A Preferred Stock entitled to
    receive a quarterly dividend and before such Dividend Payment Date, in
    either of which events such dividends shall begin to accrue and be
    cumulative from such Dividend Payment Date. Accrued but unpaid dividends
    shall not bear interest. Dividends paid on the shares of Series A Preferred
    Stock in an amount less than the total amount of such dividends at the time
    accrued and payable on such shares shall be allocated pro rata on a
    share-by-

                                      A-2


    share basis among all such shares at the time outstanding. The Board of
    Directors may fix a record date for the determination of holders of shares
    of Series A Preferred Stock entitled to receive payment of a dividend or
    distribution declared thereon, which record date shall be not more than 60
    days prior to the date fixed for the payment thereof.

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

         (A) Subject to the provision for adjustment hereinafter set forth and
    except as otherwise provided in the Certificate of Incorporation or required
    by law, each share of Series A Preferred Stock shall entitle the holder
    thereof to 1,000 votes on all matters upon which the holders of the Common
    Stock of the Company are entitled to vote. In the event the Company shall at
    any time after the Issue Date declare or pay any dividend on the Common
    Stock payable in shares of Common Stock, or effect a subdivision or
    combination or consolidation of the outstanding shares of Common Stock (by
    reclassification or otherwise than by payment of a dividend in shares of
    Common Stock) into a greater or lesser number of shares of Common Stock,
    then in each such case the number of votes per share to which holders of
    shares of Series A Preferred Stock were entitled immediately prior to such
    event shall be adjusted by multiplying such number by a fraction, the
    numerator of which is the number of shares of Common Stock outstanding
    immediately after such event and the denominator of which is the number of
    shares of Common Stock that were outstanding immediately prior to such
    event.

         (B) Except as otherwise provided herein, in the Certificate of
    Incorporation or in any other Certificate of Designations creating a series
    of Preferred Stock or any similar stock, and except as otherwise required by
    law, the holders of shares of Series A Preferred Stock and the holders of
    shares of Common Stock and any other capital stock of the Company having
    general voting rights shall vote together as one class on all matters
    submitted to a vote of stockholders of the Company.

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

         (D) If, at the time of any annual meeting of stockholders for the
    election of directors, the equivalent of six quarterly dividends (whether or
    not consecutive) payable on any share or shares of Series A Preferred Stock
    are in default, the number of directors constituting the Board of Directors
    of the Company shall be increased by two. In addition to voting together
    with the holders of Common Stock for the election of other directors of the
    Company, the holders of record of the Series A Preferred Stock, voting
    separately as a class to the exclusion of the holders of Common Stock shall
    be entitled at said meeting of stockholders (and at each subsequent annual
    meeting of stockholders), unless all dividends in arrears on the Series A
    Preferred Stock have been paid or declared and set apart for payment prior
    thereto, to vote for the election of two directors of the Company, the
    holders of any Series A Preferred Stock being entitled to cast a number of
    votes per share of Series A Preferred Stock as is specified in paragraph (A)
    of this Section 3. Each

                                      A-3


    such additional director shall serve until the next annual meeting of
    stockholders for the election of directors, or until his successor shall be
    elected and shall qualify, or until his right to hold such office terminates
    pursuant to the provisions of this Section 3(D). Until the default in
    payments of all dividends which permitted the election of said directors
    shall cease to exist, any director who shall have been so elected pursuant
    to the provisions of this Section 3(D) may be removed at any time, without
    cause, only by the affirmative vote of the holders of the shares of Series A
    Preferred Stock at the time entitled to cast a majority of the votes
    entitled to be cast for the election of any such director at a special
    meeting of such holders called for that purpose, and any vacancy thereby
    created may be filled by the vote of such holders. If and when such default
    shall cease to exist, the holders of the Series A Preferred Stock shall be
    divested of the foregoing special voting rights, subject to revesting in the
    event of each and every subsequent like default in payments of dividends.
    Upon the termination of the foregoing special voting rights, the terms of
    office of all persons who may have been elected directors pursuant to said
    special voting rights shall forthwith terminate, and the number of directors
    constituting the Board of Directors shall be reduced by two. The voting
    rights granted by this Section 3(D) shall be in addition to any other voting
    rights granted to the holders of the Series A Preferred Stock in this
    Section 3.

         Section 4. Certain Restrictions.

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

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

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

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



                                      A-4


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

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

         Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their retirement 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 any
conditions and restrictions on issuance set forth herein.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Company, no distribution shall be
made (A) to the holders of the Common Stock or of shares of any other stock of
the Company ranking junior, upon liquidation, dissolution or winding up, to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received $1,000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not earned or
declared, to the date of such payment, provided that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1,000 times the aggregate amount to be distributed per share to holders of
shares of Common Stock, or (B) to the holders of shares of stock ranking on a
parity upon liquidation, dissolution or winding up with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up. In
the event, however, that there are not sufficient assets available to permit
payment in full of the Series A Preferred Stock liquidation preference and the
liquidation preferences of all other classes and series of stock of the Company,
if any, that rank on a parity with the Series A Preferred Stock in respect
thereof, then the assets available for such distribution shall be distributed
ratably to the holders of the Series A Preferred Stock and the holders of such
parity shares in the proportion to their respective liquidation preferences. In
the event the Company shall at any time after the Issue Date declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in

                                      A-5


clause (A) 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.

         Neither the merger or consolidation of the Company into or with another
entity nor the merger or consolidation of any other entity into or with the
Company (nor the sale of all or substantially all of the assets of the Company)
shall be deemed to be a liquidation, dissolution or winding up of the Company
within the meaning of this Section 6.

         Section 7. Consolidation, Merger, etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are converted into, exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case each
share of Series A Preferred Stock shall at the same time be similarly converted
into, exchanged for or changed into 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 converted, exchanged or converted. In the event the Company shall at any time
after the Issue Date declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the conversion, exchange or change of
shares of Series A Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         Section 8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable from any holder.

         Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the Company, junior to all other series of
Preferred Stock and senior to the Common Stock.

         Section 10. Amendment. If any proposed amendment to the Certificate of
Incorporation (including this Certificate of Designations) would alter, change
or repeal any of the preferences, powers or special rights given to the Series A
Preferred Stock so as to affect the Series A Preferred Stock adversely, then the
holders of the Series A Preferred Stock shall be entitled to vote separately as
a class upon such amendment, and the affirmative vote of two-thirds of the
outstanding shares of the Series A Preferred Stock, voting separately as a
class, shall be necessary for the adoption thereof, in addition to such other
vote as may be required by the General Corporation Law of the State of Delaware.

         Section 11. Fractional Shares. Series A Preferred Stock may be issued
in fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares,

                                      A-6


to exercise voting rights, receive dividends, participate in distributions and
to have the benefit of all other rights of holders of Series A Preferred Stock.




                                      A-7



         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by ______________ , Vice President and General Counsel of
the Company on _________ __, 200_.


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













                                      A-8

                                                                       EXHIBIT B




Certificate No. R- ____                                               ___ Rights


         NOT EXERCISABLE AFTER JANUARY 22, 2014 OR EARLIER IF REDEMPTION OR
         EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
         AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER
         CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
         OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING
         PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES
         THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.



                                Right Certificate

                          TRW AUTOMOTIVE HOLDINGS CORP.

         This certifies that ___________ or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of January 23, 2004 as the same may be amended from time to
time (the "Rights Agreement"), between TRW Automotive Holdings Corp., a Delaware
corporation (the "Company"), and National City Bank (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time,
on January 22, 2014 at the office or agency of the Rights Agent designated for
such purpose, or of its successor as Rights Agent, one one-thousandth of a fully
paid non-assessable share of Series A Junior Participating Preferred Stock, par
value $0.01 per share (the "Preferred Stock"), of the Company, at a purchase
price of $115.00 per one one-thousandth of a share of Preferred Stock (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Right Certificate (and the number of one one-thousandths of a
share of Preferred Stock which may be purchased upon exercise hereof) set forth
above, and the Purchase Price set forth above, are the number and Purchase Price
as of January 23, 2004, based on the Preferred Stock as constituted at such
date. As provided in the Rights Agreement, the Purchase Price, the number of one
one-thousandths of a share of Preferred Stock (or other securities or property)
which may be purchased upon the exercise of the Rights and the number of Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder

                                      B-1


of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Rights Agreement are on file at the principal executive offices of
the Company. The Company will mail to the holder of this Right Certificate a
copy of the Rights Agreement without charge after receipt of a written request
therefor.

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

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate (i) may be redeemed by the Company at a redemption price of
$0.01 per Right or (ii) may be exchanged in whole or in part for shares of
Preferred Stock or shares of the Company's Common Stock, par value $0.01 per
share.

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

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




                                      B-2



         WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of _____________ __, ____ .

ATTEST:                                        TRW AUTOMOTIVE HOLDINGS CORP.



By:                                            By:
    ---------------------------                    -----------------------------





Countersigned:


---------------------------,
as Rights Agent



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



                                      B-3



                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

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


         FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfer unto ___________________________


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

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

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


Dated: ______________, ____


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



Signature Guaranteed:

         Signatures must be guaranteed by a bank, trust company, broker, dealer
or other eligible institution participating in a recognized signature guarantee
medallion program.

         The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by, were not acquired by the
undersigned from, and are not being sold, assigned or transferred to, an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).

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


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




                                      B-4



             Form of Reverse Side of Right Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

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

To the Rights Agent:

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


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

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


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

Please insert social security
or other identifying number:  ______________________________________


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

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


Dated:  ________________, ___
                                                 ----------------------------
                                                           Signature
                                               (Signature must conform to holder
                                               specified on Right Certificate)

Signature Guaranteed:

                  Signatures must be guaranteed by a bank, trust company,
broker, dealer or other eligible institution participating in a recognized
signature guarantee medallion program.

                  The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by, were not acquired by the
undersigned from, and are not being sold, assigned or transferred to, an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).

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


                                      B-5


             Form of Reverse Side of Right Certificate -- continued





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


                                     NOTICE

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

                  In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, such Assignment or Election to Purchase will not be honored.


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





                                      B-6




                                                                       EXHIBIT C

         UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT,
         RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN
         ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN
         TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE
         TRANSFERABLE.

                          SUMMARY OF RIGHTS TO PURCHASE
                            Shares of Preferred Stock

         On January 23, 2004 the Board of Directors of TRW Automotive Holdings
Corp., a Delaware corporation (the "Company"), declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of Common
Stock, par value $0.01 per share, of the Company (the "Common Stock"). The
dividend is payable on February 3, 2004 to the stockholders of record as of the
close of business on February 2, 2004 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series A Junior Participating Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), of the Company at a price of $115.00 per one one-thousandth
of a share of Preferred Stock (as the same may be adjusted, the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement, dated as of January 23, 2004 (as the same may be amended from time to
time, the "Rights Agreement"), between the Company and National City Bank, a
national banking association, as Rights Agent (the "Rights Agent").

         Until the close of business on the earlier of (i) the tenth day after
the first date of a public announcement that a person (other than an Exempted
Entity (as defined below)) or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
shares of Common Stock then outstanding or (ii) the tenth business day (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) after the date of commencement of, or the first public announcement of
an intention to commence, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person (other than an
Exempted Entity) or group of 15% or more of the shares of Common Stock then
outstanding (the earlier of such dates being herein referred to as the
"Distribution Date"), the Rights will be evidenced by the shares of Common Stock
represented by certificates for Common Stock outstanding as of the Record Date,
together with a copy of the summary of rights disseminated in connection with
the original dividend of Rights.

         "Exempted Entity" shall mean (1) the Company, (2) any Subsidiary (as
defined below) of the Company (in the case of subclauses (1) and (2) including,
without limitation, in its fiduciary capacity), (3) any employee benefit plan of
the Company or of any Subsidiary of the Company, (4) any entity or trustee
holding Common Stock for or pursuant to the terms of any such plan or for the
purpose of funding any such plan or funding other employee benefits for
employees of the Company or of any Subsidiary of the Company, (5) any AI Entity,
(6) any AI Direct Transferee, (7) any AI Indirect Transferee, (8) Northrop
Grumman, or (9) any Northrop Grumman Subsidiary; provided, however, that any AI
Entity, any AI Direct Transferee, any AI Indirect Transferee, Northrop Grumman
or any Northrop Grumman Subsidiary shall cease to be an Exempted Entity as of
the date that such AI Entity, AI Direct Transferee, AI Indirect

                                      C-1


Transferee, Northrop Grumman or Northrop Grumman Subsidiary ceases to
beneficially own 15% or more of the shares of the then outstanding Common Stock.

         "AI Direct Transferee" shall mean any Person that acquires directly
from any AI Entity beneficial ownership of 15% or more of the then outstanding
Common Stock.

         "AI Entity" shall mean Automotive Investors L.L.C., a Delaware limited
liability company, or any Affiliate thereof that directly or indirectly acquires
beneficial ownership of 15% or more of the shares of the then outstanding Common
Stock, except for the Company and its Subsidiaries.

         "AI Indirect Transferee" shall mean any Person that acquires directly
from any AI Direct Transferee or any other AI Indirect Transferee beneficial
ownership of 15% or more of the then outstanding Common Stock.

         "Northrop Grumman" shall mean collectively, Northrop Grumman
Corporation and Richmond U.K. Inc.

         "Northrop Grumman Subsidiary" shall mean any corporation or other
entity in which Northrop Grumman, directly or indirectly, owns 80% or more of
the total voting power of the capital stock (or other similar interest) of such
corporation or other entity that is entitled to vote in the election of the
board of directors (or similar body) of such corporation or other entity at the
time of the transfer and that acquires directly from Northrop Grumman or any
other Northrop Grumman Subsidiary beneficial ownership of 15% or more of the
then outstanding Common Stock.

         The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferable
only in connection with the transfer of Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock outstanding as of the
Record Date, even without a notation incorporating the Rights Agreement by
reference or a copy of this Summary of Rights, will also constitute the transfer
of the Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

         The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 22, 2014 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

         The Purchase Price payable, and the number of 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 subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of

                                      C-2


certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-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 periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).

         The Rights are also subject to adjustment in the event of a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.

         Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled, when, as and
if declared, to a minimum preferential quarterly dividend payment of the greater
of (a) $1 per share and (b) an amount equal to 1,000 times the dividend declared
per share of Common Stock. In the event of liquidation, dissolution or winding
up of the Company, the holders of the Preferred Stock will be entitled to a
minimum preferential liquidation payment of $1,000 per share (plus any accrued
but unpaid dividends) but will be entitled to an aggregate 1,000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
1,000 votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.

         Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.

         In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right and payment
of the Purchase Price, that number of shares of Common Stock having a market
value of two times the Purchase Price.

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

         At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,


                                      C-3


or a fractional share of Preferred Stock (or of a share of a similar class or
series of the Company's preferred stock having similar rights, preferences and
privileges) of equivalent value, per Right (subject to adjustment).

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

         At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

         For so long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Company may, except with respect
to the Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.

         Until a Right is exercised or exchanged, 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.

         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 dated
January 26, 2004. 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,
as the same may be amended from time to time, which is hereby incorporated
herein by reference.



                                      C-4