<PAGE>
 
                                                                     Exhibit 4.4




                              RIGHTS AGREEMENT dated as of December 19, 1996,
                              between PRIMEX TECHNOLOGIES, INC., a Virginia
                              corporation (the "Company"), and CHASEMELLON
                              SHAREHOLDER SERVICES, L.L.C., a New Jersey limited
                              liability company, as Rights Agent (the "Rights
                              Agent").


   The Board of Directors of the Company has authorized and declared a dividend 
of one Right (as hereinafter defined) for each share of Common Stock, par value 
$1 per share, of the Company (the "Common Stock") outstanding at the Close of 
Business (as hereinafter defined) on December 31, 1996 (the "Record Date"), and 
has authorized the issuance of one Right (as such number may hereafter be 
adjusted pursuant to the provisions of this Rights Agreement) with respect to 
each share of Common Stock that shall become outstanding between the Record 
Date and the earliest of the Distribution Date, the Redemption Date or the 
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 
earlier of the Redemption Date or the Expiration Date in accordance with the 
provisions of Section 23.  Each Right shall initially represent the right to 
purchase one-thousandth (1/1,000) of a share of Series A Participating 
Cumulative Preferred Stock, par value $1 per share, of the Company (the 
"Preferred Shares"), having the powers, rights and preferences set forth in the 
Articles of Amendment attached as Exhibit A.


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

   SECTION 1.  Certain Definitions.  For purposes of this Rights Agreement, 
               --------------------
the following terms have the meanings indicated:
<PAGE>
 
                                                                               2


   "Acquiring Person" shall mean any Person who or which, alone or together 
    ----------------
with all Affiliates and Associates of such Person, shall be the Beneficial 
Owner of more than 15% of the Common Shares then outstanding but shall not 
include (a) the Company, any Subsidiary of the Company, Olin Corporation (prior 
to January 15, 1997), any employee benefit plan of the Company or of any of its 
Subsidiaries or of Olin Corporation, or any Person holding Common Shares for or 
pursuant to the terms of any such employee benefit plan or (b) any such Person 
who has become and is such a Beneficial Owner solely because (i) of a change in 
the aggregate number of Common Shares outstanding since the last date on which 
such Person acquired Beneficial Ownership of any Common Shares or (ii) it 
acquired such Beneficial Ownership in the good faith belief that such 
acquisition would not (A) cause such Beneficial Ownership to exceed 15% of the 
Common Shares then outstanding and such Person relied in good faith in 
computing the percentage of its Beneficial Ownership on publicly filed reports 
or documents of the Company which are inaccurate or out-of-date or (B) 
otherwise cause a Distribution Date or the adjustment provided for in Section 
11(a) to occur.  Notwithstanding clause (b)(ii) of the prior sentence, if any 
Person that is not an Acquiring Person due to such clause (b)(ii) does not 
reduce its percentage of Beneficial Ownership of Common Shares to 15% or less 
by the Close of Business on the fifth Business Day after notice from the 
Company (the date of notice being the first day) that such Person's Beneficial 
Ownership of Common Shares so exceeds 15%, such Person shall, at the end of 
such five Business Day period, become an Acquiring Person (and such clause 
(b)(ii) shall no longer apply to such Person).  For purposes of this 
definition, the determination whether any Person acted in "good faith" shall be 
conclusively determined by the Board of Directors of the Company, acting by a 
vote of those directors of the Company whose approval would be required to 
redeem the Rights under Section 24.

   "Affiliate" and "Associate", when used with reference to any Person, 
    ---------       ---------
shall have the respective meanings ascribed to such terms in Rule 12b-2 of the 
General Rules and Regulations under the Exchange Act, as in effect on the date 
of this Rights Agreement.

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

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

                  (b) which such Person or any of such Person's Affiliates or 
Associates has (i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (written or oral), 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, or to have Beneficial Ownership of,
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 thereunder, or (ii)
the right to vote pursuant to any agreement, arrangement or
<PAGE>
 
                                                                               3

understanding (written or oral); provided, however, that a Person shall not
                                 --------  -------
be deemed the Beneficial Owner of, or to beneficially own, any security if (A)
the agreement, arrangement or understanding (written or oral) to vote such
security arises solely from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations under the Exchange Act and
(B) the beneficial ownership of such security is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or successor report); or

                  (c) which are beneficially owned, directly or indirectly, by 
any other Person with which such Person or any of such Person's Affiliates or 
Associates has any agreement, arrangement or understanding (written or oral) 
for the purpose of acquiring, holding, voting (except pursuant to a revocable 
proxy as described in clause (b)(ii) of this definition) or disposing of any 
securities of the Company.

            Notwithstanding the foregoing, nothing contained in this definition 
shall cause a Person ordinarily engaged in business as an underwriter of 
securities to be the "Beneficial Owner" of, or to "beneficially own", any 
securities acquired in a bona fide firm commitment underwriting pursuant to an 
underwriting agreement with the Company.

            "Articles of Amendment" shall mean the Articles of Amendment of the 
             ---------------------
Articles of Incorporation of the Company designating and establishing the 
Series A Participating Cumulative Preferred Stock and setting forth the 
preferences, limitations and relative rights of such series of Preferred Stock 
of the Company, a copy of which is attached as Exhibit A.

            "Book Value", when used with reference to Common Shares issued 
             ----------
by any Person, shall mean the amount of equity of such Person applicable to 
each Common Share, determined (a) in accordance with generally accepted 
accounting principles in effect on the date as of which such Book Value is to 
be determined, (b) using all the consolidated assets and all the consolidated 
liabilities of such Person on the date as of which such Book Value is to be 
determined, except that no value shall be included in such assets for goodwill 
arising from consummation of a business combination, and (c) after giving 
effect to (i) the exercise of all rights, options and warrants to purchase such 
Common Shares (other than the Rights), and the conversion of all securities 
convertible into such Common Shares, at an exercise or conversion price, per 
Common Share, which is less than such Book Value before giving effect to such 
exercise or conversion (whether or not exercisability or convertibility is 
conditioned upon occurrence of a future event), (ii) all dividends and other 
distributions on the capital stock of such Person declared prior to the date as 
of which such Book Value is to be determined and to be paid or made
after such date, and (iii) any other agreement, arrangement or understanding 
(written or oral), or transaction or other action prior to the date as of which 
such Book Value is to be determined which would have the effect of thereafter 
reducing such Book Value.

            "Business Combination" shall have the meaning set forth in 
             --------------------
Section 11(c)(i).
<PAGE>
 
                                                                               4

            "Business Day" shall mean each Monday, Tuesday, Wednesday, 
             ------------
Thursday and Friday which is not a day on which banking institutions in the 
Borough of Manhattan, the City of New York, are authorized or obligated by law 
or executive order to close.

            "Close of Business" on any given date shall mean 5:00 p.m., New 
             -----------------
York City time, on such date; provided, however, that, if such date is 
                              --------  -------
not a Business Day, "Close of Business" shall mean 5:00 p.m., New York City 
time, on the next succeeding Business Day.

            "Common Shares", when used with reference to the Company prior 
             -------------
to a Business Combination, shall mean the shares of Common Stock of the Company 
or any other shares of capital stock of the Company into which the Common Stock 
shall be reclassified or changed.  "Common Shares", when used with reference to 
any Person (other than the Company prior to a Business Combination), shall mean 
shares of capital stock of such Person (if such Person is a corporation) of any 
class or series, or units of equity interests in such Person (if such Person is 
not a corporation) of any class or series, the terms of which do not limit (as 
a maximum amount and not merely in proportional terms) the amount of dividends 
or income payable or distributable on such class or series or the amount of 
assets distributable on such class or series upon any voluntary or involuntary 
liquidation, dissolution or winding up of such Person and do not provide that 
such class or series is subject to redemption at the option of such Person, or 
any shares of capital stock or units of equity interests into which the 
foregoing shall be reclassified or changed; provided, however, that, if 
                                            --------  -------
at any time there shall be more than one such class or series of capital stock 
or equity interests of such Person, "Common Shares" of such Person shall 
include all such classes and series substantially in the proportion of the 
total number of shares or other units of each such class or series outstanding 
at such time.

            "Common Stock" shall have the meaning set forth in the 
             ------------
introductory paragraph of this Rights Agreement.

            "Company" shall have the meaning set forth in the heading of 
             -------
this Rights Agreement; provided, however, that if there is a Business 
                       --------  -------
Combination, "Company" shall have the meaning set forth in Section 11(c)(iii).

            The term "control" with respect to any Person shall mean the 
                      -------
power to direct the management and policies of such Person, directly or 
indirectly, by or through stock ownership, agency or otherwise, or pursuant to 
or in connection with an agreement, arrangement or understanding (written or 
oral) with one or more other Persons by or through stock ownership, agency or
otherwise; and the terms "controlling" and "controlled" shall have meanings 
correlative to the foregoing.

            "Distribution Date" shall have the meaning set forth in Section 
             -----------------
3(b).

            "Exchange Act" shall mean the Securities Exchange Act of 1934, 
             ------------
as in effect on the date in question, unless otherwise specifically provided.

            "Exchange Consideration" shall have the meaning set forth in 
             ----------------------
Section 11(b)(i).
<PAGE>
 
                                                                               5

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

            "Major Part", when used with reference to the assets of the 
             ----------
Company and its Subsidiaries as of any date, shall mean assets (a) having a 
fair market value aggregating 50% or more of the total fair market value of all 
the assets of the Company and its Subsidiaries (taken as a whole) as of the 
date in question, (b) accounting for 50% or more of the total value (net of 
depreciation and amortization) of all the assets of the Company and its 
Subsidiaries (taken as a whole) as would be shown on a consolidated or combined 
balance sheet of the Company and its Subsidiaries as of the date in question, 
prepared in accordance with generally accepted accounting principles then in 
effect, or (c) accounting for 50% or more of the total amount of earnings 
before interest, taxes, depreciation and amortization or of the revenues of the 
Company and its Subsidiaries (taken as a whole) as would be shown on, or 
derived from, a consolidated or combined statement of income or operations of 
the Company and its Subsidiaries for the period of 12 months ending on the last 
day of the Company's monthly accounting period next preceding the date in 
question, prepared in accordance with generally accepted accounting principles 
then in effect.

            "Market Value", when used with reference to Common Shares on 
             ------------
any date, shall be deemed to be the average of the daily closing prices, per 
share, of such Common Shares for the period which is the shorter of (a) 30 
consecutive Trading Days immediately prior to the date in question or (b) the 
number of consecutive Trading Days beginning on the Trading Day immediately 
after the date of the first public announcement of the event requiring a 
determination of the Market Value and ending on the Trading Day immediately 
prior to the record date of such event; provided, however, that, in the 
                                        --------  -------
event that the Market Value of such Common Shares is to be determined in whole 
or in part during a period following the announcement by the issuer of such 
Common Shares of any action of the type described in Section 12(a) that would 
require an adjustment thereunder, then, and in each such case, the Market Value 
of such Common Shares shall be appropriately adjusted to reflect the effect of 
such action on the market price of such Common Shares.  The closing price for 
each Trading Day shall be the closing price quoted on the principal United 
States securities exchange registered under the Exchange Act (or any recognized 
foreign stock exchange) on which such securities are listed, or, if such 
securities are not listed on any such exchange, the average of the closing bid 
and asked quotations with respect to a share of such securities on any
National Association of Securities Dealers, Inc. quotations system, or if no 
such quotations are available, the average of the closing bid and asked prices 
as furnished by a professional market maker making a market in such securities 
selected by the Board of Directors of the Company.  If on any such Trading Day 
no market maker is making a market in such securities, the closing price of 
such securities on such Trading Day shall be deemed to be the fair value of 
such securities 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, the holders of Rights 
and all other Persons); provided, however, that for the purpose of 
                        --------  -------
determining the closing price of the Preferred Shares for any Trading Day on 
which there is no such market maker for the Preferred Shares the closing price 
on such Trading Day shall be deemed to be the Formula Number (as defined in 
<PAGE>
 
                                                                               6

the Articles of Incorporation) times the closing price of the Common Shares of
the Company on such Trading Day.

            "Person" shall mean an individual, corporation, partnership, 
             ------
joint venture, association, trust, unincorporated organization or other entity.

            "Preferred Shares" shall have the meaning set forth in the 
             ----------------
introductory paragraph of this Rights Agreement.  Any reference in this Rights 
Agreement to Preferred Shares shall be deemed to include any authorized 
fraction of a Preferred Share, unless the context otherwise requires.

            "Principal Party" shall mean the Surviving Person in a Business 
             ---------------
Combination; provided, however, that, if such Surviving Person is a 
             --------  -------
direct or indirect Subsidiary of any other Person, "Principal Party" shall mean 
the Person which is the ultimate parent of such Surviving Person and which is 
not itself a Subsidiary of another Person.  In the event ultimate control of 
such Surviving Person is shared by two or more Persons, "Principal Party" shall 
mean that Person that is immediately controlled by such two or more Persons.

            "Purchase Price" with respect to each Right shall mean $55, as 
             --------------
such amount may from time to time be adjusted as provided herein.  All 
references herein to the Purchase Price shall mean the Purchase Price as in 
effect at the time in question.

            "Record Date" shall have the meaning set forth in the 
             -----------
introductory paragraph of this Rights Agreement.

            "Redemption Date" shall have the meaning set forth in Section 
             ---------------
24(a).

            "Redemption Price" with respect to each Right shall mean $.01, 
             ----------------
as such amount may from time to time be adjusted in accordance with Section 12.
All references herein to the Redemption Price shall mean the Redemption Price as
in effect at the time in question.

            "Registered Common Shares" shall mean Common Shares which are, 
             ------------------------
as of the date of consummation of a Business Combination, and have continuously
been for the 12 months immediately preceding such date, registered under Section
12 of the Exchange Act.

            "Right Certificate" shall mean a certificate evidencing a Right 
             -----------------
in substantially the form attached as Exhibit B.

            "Rights" shall mean the rights to purchase Preferred Shares (or 
             ------
other securities) as provided in this Rights Agreement.

            "Securities Act" shall mean the Securities Act of 1933, as in 
             --------------
effect on the date in question, unless otherwise specifically provided.

            "Subsidiary" shall mean a Person, at least a majority of the 
             ----------
total outstanding voting power (being the power under ordinary circumstances 
(and not merely upon the happening of a contingency) to vote in the election of 
directors of such Person (if such Person is a corporation) or to participate in 
the management and control of such Person (if such Person is not a 
corporation)) of which is owned, 
<PAGE>
                                                                               7

directly or indirectly, by another Person or by one or more other Subsidiaries
of such other Person or by such other Person and one or more other Subsidiaries
of such other Person.

            "Surviving Person" shall mean (a) the Person which is the 
             ----------------
continuing or surviving Person in a consolidation or merger specified in 
Section 11(c)(i)(A) or 11(c)(i)(B) or (b) the Person to which the Major Part of 
the assets of the Company and its Subsidiaries is sold, leased, exchanged or 
otherwise transferred or disposed of in a transaction specified in Section 
11(c)(i)(C); provided, however, that, if the Major Part of the assets 
             --------  -------
of the Company and its Subsidiaries is sold, leased, exchanged or otherwise 
transferred or disposed of in one or more related transactions specified in 
Section 11(c)(i)(C) to more than one Person, the "Surviving Person" in such 
case shall mean the Person that acquired assets of the Company and/or its 
Subsidiaries with the greatest fair market value in such transaction or 
transactions.

            "Trading Day" shall mean a day on which the principal 
             -----------
securities trading facility (or principal recognized foreign stock exchange, as 
the case may be) on which any securities or Rights, as the case may be, are 
listed or admitted to trading is open for the transaction of business or, if 
the securities or Rights in question are not listed or admitted to trading on 
any national securities exchange (or recognized foreign stock exchange, as the 
case may be), a Business Day.

            SECTION 2.  Appointment of Rights Agent.  The Company hereby 
                        ----------------------------
appoints the Rights Agent to act as agent for the Company in accordance with 
the terms and conditions hereof, and the Rights Agent hereby accepts such 
appointment.  The Company may from time to time appoint one or more co-Rights 
Agents as it may deem necessary or desirable upon notice to the Rights Agent 
(the term "Rights Agent" being used herein to refer, collectively, to the 
Rights Agent together with any such co-Rights Agents).  In the event the 
Company appoints one or more co-Rights Agents, the respective duties of the 
Rights Agent and any co-Rights Agents shall be as the Company shall determine.


            SECTION 3.  Issue of Rights and Right Certificates.  (a)  One 
                        ---------------------------------------
Right shall be associated with each Common Share outstanding on the Record 
Date, each additional Common Share that shall become outstanding between the 
Record Date and the earliest of the Distribution Date, the Redemption Date or 
the Expiration Date and each additional Common Share with which Rights are 
issued after the Distribution Date but prior to the earlier of the Redemption 
Date or the Expiration Date as provided in Section 23;  provided, 
                                                       ---------
however, that, if the number of outstanding Rights are combined into a 
-------
smaller number of outstanding Rights pursuant to Section 12(a), the appropriate 
fractional Right determined pursuant to such Section shall thereafter be 
associated with each such Common Share.

           (b)  Until the earlier of (i) such time as the Company learns that 
a Person has become an Acquiring Person or (ii) the Close of Business on such 
date, if any, as may be designated by the Board of Directors of the Company 
following the commencement of, or first public disclosure of an intent to 
commence, a tender or exchange offer by any Person (other than the Company, any 
Subsidiary of the Company, any employee benefit plan of the Company or of any 
of its Subsidiaries, or any Person holding Common Shares for or pursuant to the 
terms of any such employee benefit plan) for outstanding Common Shares, if upon
<PAGE>
                                                                               8

consummation of such tender or exchange offer such Person could be the 
Beneficial Owner of more than 15% of the outstanding Common Shares (the Close 
of Business on the earlier of such dates being the "Distribution Date"), (x) 
the Rights will be evidenced by the certificates for Common Shares registered 
in the names of the holders thereof and not by separate Right Certificates and 
(y) the Rights, including the right to receive Right Certificates, will be 
transferable only in connection with the transfer of Common Shares.  As soon as 
practicable after the Distribution Date, the Rights Agent will send, by 
first-class, postage-prepaid mail, to each record holder of Common Shares as of 
the Distribution Date, at the address of such holder shown on the records of 
the Company, a Right Certificate evidencing one whole Right for each Common 
Share (or for the number of Common Shares with which one whole Right is then 
associated if the number of Rights per Common Share held by such record holder 
has been adjusted in accordance with the proviso in Section 3(a)).  If the 
number of Rights associated with each Common Share has been adjusted in 
accordance with the proviso in Section 3(a), at the time of distribution of the 
Right Certificates the Company may make any necessary and appropriate rounding 
adjustments so that Right Certificates representing only whole numbers of 
Rights are distributed and cash is paid in lieu of any fractional Right in 
accordance with Section 15(a).  As of and after the Distribution Date, the 
Rights will be evidenced solely by such Right Certificates.

            (c)  With respect to any certificate for Common Shares, until the 
earliest of the Distribution Date, the Redemption Date or the Expiration Date, 
the Rights associated with the Common Shares represented by any such 
certificate shall be evidenced by such certificate alone, the registered 
holders of the Common Shares shall also be the registered holders of the 
associated Rights and the surrender for transfer of any such certificate shall 
also constitute the transfer of the Rights associated with the Common Shares 
represented thereby.

            (d)  Certificates issued for Common Shares after the Record Date 
(including, without limitation, upon transfer or exchange of outstanding Common 
Shares), but prior to the earliest of the Distribution Date, the Redemption 
Date or the Expiration Date, shall have 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 dated as of 
December 19, 1996, as it may be amended from time to time (the "Rights 
Agreement"), between Primex Technologies, Inc. (the "Company") and Chase Mellon 
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), the terms 
of which are hereby incorporated herein by reference and a copy of which is on 
file at the principal executive offices of the Company.  Under certain 
circumstances, as set forth in the Rights Agreement, such Rights will be 
evidenced by separate certificates and will no longer be evidenced by this 
certificate.  The Rights Agent will mail to the holder of this certificate a 
copy of the Rights Agreement without charge after receipt of a written request 
therefor.  Rights beneficially owned by Acquiring Persons or their Affiliates 
or Associates (as such terms are defined in the Rights Agreement) and by any 
subsequent holder of such Rights are null and void and nontransferable.
<PAGE>
 
                                                                               9

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

            SECTION 4.  Form of Right Certificates.  The Right Certificates 
                        ---------------------------
(and the form of election to purchase and form of assignment to be printed on 
the reverse side thereof) shall be in substantially the form set forth as 
Exhibit B 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 any 
stock exchange on which the Rights may from time to time be listed, or to 
conform to usage.  Subject to the provisions of Sections 7, 11 and 23, the 
Right Certificates, whenever issued, shall be dated as of the Distribution 
Date, and on their face shall entitle the holders thereof to purchase such 
number of Preferred Shares as shall be set forth therein for the Purchase Price 
set forth therein, subject to adjustment from time to time as herein provided.

            SECTION 5.  Execution, Countersignature and Registration.  (a)  
                        ---------------------------------------------
The Right Certificates shall be executed on behalf of the Company by the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Treasurer or a Vice President (whether preceded by any
additional title) of the Company, either manually or by facsimile signature, and
have affixed thereto the Company's seal or a facsimile thereof which shall be
attested by the Secretary, an Assistant Secretary or a Vice President (whether
preceded by any additional title, provided that such Vice President shall not
have also executed the Right Certificates) of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid or obligatory for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any of
the Right Certificates shall cease to be such an officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates may nevertheless 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 an
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 execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of execution of this Rights Agreement any such
person was not such an officer of the Company.

            (b)  Following the Distribution Date, the Rights Agent will keep or 
cause to be kept, at its principal office in New York, New York, books for 
registration and transfer of the Right Certificates issued hereunder.  Such 
books shall show the names and addresses of the respective holders of the Right 
Certificates, the number of Rights evidenced by each of the Right Certificates, 
the certificate number of 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; 
-----------------------------------------------------------------------
Uncertificated Rights.  (a)  Subject to the provisions of
---------------------
<PAGE>
 
                                                                              10

Sections 7(e) and 15, at any time after the Distribution Date, and at or prior
to the Close of Business on the earlier of the Redemption Date or the Expiration
Date, any Right Certificate or Right Certificates may be transferred, split-up,
combined or exchanged for another Right Certificate or Right Certificates
representing, in the aggregate, the same number of Rights as the Right
Certificate or Right Certificates surrendered then represented. Any registered
holder desiring to transfer, split-up, combine or exchange any Right Certificate
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 principal office of the Rights Agent; provided,
                                                                       --------
however, that neither the Rights Agent nor the Company shall be obligated 
-------
to take any action whatsoever with respect to the transfer of any Right 
Certificate surrendered for transfer until the registered holder shall have 
completed and signed the certification contained in the form of assignment on 
the reverse side of such Right Certificate and shall have provided such 
additional evidence of the identity of the Beneficial Owner (or former 
Beneficial Owner) or Affiliates or Associates thereof as the Company shall 
reasonably request.  Thereupon the Rights Agent shall, subject to Sections 7(e) 
and 15, 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)  Upon receipt by the Company or the Rights Agent of evidence 
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a valid 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
cancelation of the Right Certificate if mutilated, the Company will make a new
Right Certificate of like tenor and deliver such new Right Certificate to the
Rights Agent for delivery to the registered owner in lieu of the Right
Certificate so lost, stolen, destroyed or mutilated.

            (c)  Notwithstanding any other provision hereof, the Company and 
the Rights Agent may amend this Rights Agreement to provide for uncertificated 
Rights in addition to or in place of Rights evidenced by Right Certificates.

            SECTION 7.  Exercise of Rights; Expiration Date of Rights.  (a)  
                        ----------------------------------------------
Subject to Section 7(e) and except as otherwise provided herein (including 
Section 11), each Right shall entitle the registered holder thereof, upon 
exercise thereof as provided herein, to purchase for the Purchase Price, at any 
time after the Distribution Date and at or prior to the earlier of (i) the 
Close of Business on the 10th anniversary of the date of this Rights Agreement 
(the Close of Business on such date being the "Expiration Date")  or (ii) the 
Redemption Date, one-thousandth (1/1,000) of a Preferred Share, subject to 
adjustment from time to time as provided in Sections 11 and 12.

            (b)  The registered holder of any Right Certificate may exercise 
the Rights evidenced thereby (except as otherwise provided herein) in whole or 
in part at any time after the Distribution Date, upon surrender of the Right 
Certificate, with the form of election to purchase on the reverse side thereof 
duly executed, to the Rights Agent
<PAGE>
 
                                                                              11

 at the principal office of the Rights Agent in Richfield Park, New Jersey,
together with payment of the Purchase Price for each one-thousandth (1/1,000) of
a Preferred Share as to which the Rights are exercised, at or prior to the
earlier of (i) the Expiration Date or (ii) the Redemption Date.

            (c)  Upon receipt of a Right Certificate representing exercisable 
Rights, with the form of election to purchase duly executed, accompanied by 
payment of the Purchase Price for the Preferred Shares to be purchased together 
with an amount equal to any applicable transfer tax, in lawful money of the 
United States of America, in cash or by certified check or money order payable 
to the order of the Company, the Rights Agent shall thereupon (i) either (A) 
promptly requisition from any transfer agent of the Preferred Shares (or make 
available, if the Rights Agent is the transfer agent) certificates for the 
number of Preferred Shares to be purchased and the Company hereby irrevocably 
authorizes its transfer agent to comply with all such requests or (B) if the 
Company shall have elected to deposit the Preferred Shares with a depositary 
agent under a depositary arrangement, promptly requisition from the depositary 
agent depositary receipts representing the number of thousandths (1/1,000s) of 
a Preferred Share to be purchased (in which case certificates for the Preferred 
Shares to be represented by such receipts shall be deposited by the transfer 
agent with the depositary agent) and the Company will direct the depositary 
agent to comply with all such requests, (ii) when appropriate, promptly
requisition from the Company the amount of cash to be paid in lieu of issuance
of fractional shares in accordance with Section 15, (iii) promptly after receipt
of such certificates or depositary receipts, cause the same to be delivered to
or upon the order of the registered holder of such 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)  In case the registered holder of any Right Certificate shall 
exercise fewer than all the Rights evidenced thereby, a new Right Certificate 
evidencing Rights equivalent to the Rights remaining unexercised shall be 
issued by the Rights Agent and delivered to the registered holder of such Right 
Certificate or to his duly authorized assigns, subject to the provisions of 
Section 15.

            (e)  Notwithstanding anything in this Rights Agreement to the 
contrary, any Rights that are at any time beneficially owned by (i) an 
Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a 
transferee of an Acquiring Person (or of any such Associate or Affiliate) who 
becomes a transferee after the Acquiring Person becomes such, or (iii) a 
transferee of an Acquiring Person (or of any such Associate or Affiliate) who 
becomes a transferee prior to or concurrently with the Acquiring Person 
becoming such and receives such Rights pursuant to either (A) a transfer 
(whether or not for consideration) from the Acquiring Person to holders of 
equity interests in such Acquiring Person or to any Person with whom the 
Acquiring Person has any continuing agreement, arrangement or understanding 
regarding the transferred Rights or (B) a transfer which the Board of Directors 
of the Company has determined is part of a plan, arrangement or understanding 
which has as a primary purpose or effect the avoidance of this Section 7(e), 
shall become null and void without any further action and no holder of such 
Rights shall have any rights whatsoever with respect to such Rights, whether 
under any provision of this Rights Agreement or otherwise.  The Company shall 
use all reasonable efforts to ensure that 
<PAGE>
 
                                                                              12

the provisions of this Section 7(e) are complied with, but shall have no
liability to any holder of any Right Certificate or any other Person as a result
of its failure to make any determinations with respect to an Acquiring Person or
its Affiliate or Associate, or any transferee thereof, hereunder.

            (f)  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 any Right 
Certificates upon the occurrence of any purported exercise as set forth in this 
Section 7 unless such registered holder shall have (i) completed and signed the 
certificate contained in the form of election to purchase set forth on the 
reverse side of the Right Certificate surrendered for such exercise and (ii) 
provided such additional evidence of the identity of the Beneficial Owner (or 
former Beneficial Owner) or Affiliates or Associates thereof as the Company 
shall reasonably request.

            (g)  The Company may temporarily suspend, for a period of time not 
to exceed 90 calendar days after the Distribution Date, the exercisability of 
the Rights in order to prepare and file a registration statement under the
Securities Act, on an appropriate form, with respect to the Preferred Shares
purchasable upon exercise of the Rights and permit such registration statement
to become effective; provided, however, that no such suspension shall remain 
                     --------  -------
effective after, and the Rights shall without any further action by the Company 
or any other Person become exercisable immediately upon, the effectiveness of 
such registration statement.  Upon any such suspension, the Company shall issue 
a public announcement stating that the exercisability of the Rights has been 
temporarily suspended and shall issue a further public announcement at such 
time as the suspension is no longer in effect.  Notwithstanding any provision 
herein to the contrary, the Rights shall not be exercisable in any jurisdiction 
if the requisite qualification under the blue sky or securities laws of such 
jurisdiction shall not have been obtained or the exercise of the Rights shall 
not be permitted under applicable law.

            SECTION 8.  Cancelation and Destruction of Right Certificates.  
                        --------------------------------------------------
All Right Certificates surrendered or presented for the purpose of exercise, 
transfer, split-up, combination or exchange shall, and any Right Certificate 
representing Rights that have become null and void and nontransferable pursuant 
to Section 7(e) surrendered or presented for any purpose shall, if surrendered 
or presented to the Company or to any of its agents, be delivered to the Rights 
Agent for cancelation or in canceled form, or, if surrendered or presented to 
the Rights Agent, shall be canceled by it, and no Right Certificates shall be 
issued in lieu thereof except as expressly permitted by this Rights Agreement.  
The Company shall deliver to the Rights Agent for cancelation and retirement, 
and the Rights Agent shall so cancel and retire, any Right Certificate 
purchased or acquired by the Company.  The Rights Agent shall deliver all 
canceled Right Certificates to the Company pursuant to a written agreement that 
the Company maintain such certificates for such period of time as required by 
law, or shall, at the written request of the Company, destroy such canceled 
Right Certificates, and in such case shall deliver a certificate of destruction 
thereof to the Company.

            SECTION 9.  Reservation and Availability of Preferred Shares.  
                        -------------------------------------------------
(a)  The Company covenants and agrees that it will cause to be 
<PAGE>
 
                                                                              13

reserved and kept available out of its authorized and unissued Preferred Shares
or any authorized and issued Preferred Shares held in its treasury, free from
preemptive rights or any right of first refusal, a number of Preferred Shares
sufficient to permit the exercise in full of all outstanding Rights.

            (b)  In the event that there shall not be sufficient Preferred 
Shares issued but not outstanding or authorized but unissued to permit the 
exercise or exchange of Rights in accordance with Section 11, the Company 
covenants and agrees that it will take all such action as may be necessary to 
authorize additional Preferred Shares for issuance upon the exercise or 
exchange of Rights pursuant to Section 11; provided, however, that if 
                                           --------  -------
the Company is unable to cause the authorization of additional Preferred 
Shares, then the Company shall, or in lieu of seeking any such authorization, 
the Company may, to the extent necessary and permitted by applicable law and 
any agreements or instruments in effect prior to the Distribution Date to which 
it is a party, (i) upon surrender of a Right, pay cash equal to the Purchase
Price in lieu of issuing Preferred Shares and requiring payment therefor, (ii)
upon due exercise of a Right and payment of the Purchase Price for each
Preferred Share as to which such Right is exercised, issue equity
securities having a value equal to the value of the Preferred Shares which 
otherwise would have been issuable pursuant to Section 11, which value shall be 
determined by a nationally recognized investment banking firm selected by the 
Board of Directors of the Company or (iii) upon due exercise of a Right and 
payment of the Purchase Price for each Preferred Share as to which such Right 
is exercised, distribute a combination of Preferred Shares, cash and/or other 
equity and/or debt securities having an aggregate value equal to the value of 
the Preferred Shares which otherwise would have been issuable pursuant to 
Section 11, which value shall be determined by a nationally recognized 
investment banking firm selected by the Board of Directors of the Company.  To 
the extent that any legal or contractual restrictions (pursuant to agreements 
or instruments in effect prior to the Distribution Date to which it is party) 
prevent the Company from paying the full amount payable in accordance with the 
foregoing sentence, the Company shall pay to holders of the Rights as to which 
such payments are being made all amounts which are not then restricted on a pro 
rata basis as such payments become permissible under such legal or contractual 
restrictions until such payments have been paid in full.

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

            (d)  So long as the Preferred Shares issuable upon the exercise or 
exchange of Rights are to be listed on any national securities exchange, the 
Company covenants and agrees to use its best efforts to cause, from and after 
such time as the Rights become exercisable or exchangeable, all Preferred 
Shares reserved for such issuance to be listed on such securities exchange upon 
official notice of issuance upon such exercise or exchange.

            (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 
<PAGE>
 
                                                                              14

of Right Certificates or of any Preferred Shares or Common Shares or other
securities upon the exercise or exchange of the Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or in
respect of the issuance or delivery of certificates for the Preferred Shares or
Common Shares or other securities, as the case may be, in a name other than that
of, the registered holder of the Right Certificate evidencing Rights surrendered
for exercise or exchange or to issue or deliver any certificates for Preferred
Shares or Common Shares or other securities, as the case may be, upon the
exercise or exchange of any Rights until any such tax shall have been paid (any
such tax being payable by the holder of such Right Certificate at the time of
surrender) or until it has been established to the Company's satisfaction that
no such tax is due.

            SECTION 10.  Preferred Shares Record Date.  Each Person in 
                         -----------------------------
whose name any certificate for Preferred Shares or Common Shares or other 
securities is issued upon the exercise or exchange of Rights shall for all 
purposes be deemed to have become the holder of record of the Preferred Shares 
or Common Shares or other securities, as the case may be, 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 any 
Purchase Price (and any applicable transfer taxes) was made; provided, 
                                                             --------
however, that, if the date of such surrender and payment is a date upon 
-------
which the transfer books of the Company for the Preferred Shares or Common 
Shares or other securities, as the case may be, are closed, such Person shall 
be deemed to have become the record holder of such Preferred Shares or Common 
Shares or other securities, as the case may be, on, and such certificate shall 
be dated as of, the next succeeding Business Day on which the transfer books of 
the Company for the Preferred Shares or Common Shares or other securities, as 
the case may be, are open.

            SECTION 11.  Adjustments in Rights After There Is an Acquiring 
                         --------------------------------------------------
Person; Exchange of Rights for Shares; Business Combinations.  (a)  Upon a 
-------------------------------------------------------------
Person becoming an Acquiring Person, proper provision shall be made so that 
each holder of a Right, except as provided in Section 7(e), shall thereafter 
have a right to receive, upon exercise thereof for the Purchase Price in 
accordance with the terms of this Rights Agreement, such number of thousandths 
(1/1,000s) of a Preferred Share as shall equal the result obtained by 
multiplying the Purchase Price by a fraction, the numerator of which is the 
number of thousandths (1/1,000s) of a Preferred Share for which a Right is then 
exercisable and the denominator of which is 50% of the Market Value of the 
Common Shares on the date on which a Person becomes an Acquiring Person.  As 
soon as practicable after a Person becomes an Acquiring Person (provided the 
Company shall not have elected to make the exchange permitted by Section 
11(b)(i) for all outstanding Rights), the Company covenants and agrees to use 
its best efforts to:

                  (i) prepare and file a registration statement under the 
Securities Act, on an appropriate form, with respect to the Preferred Shares 
purchasable upon exercise of the Rights;

                  (ii) cause such registration statement to become effective as 
soon as practicable after such filing;
<PAGE>
                                                                              15

                  (iii) 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

                  (iv) qualify or register the Preferred Shares purchasable 
upon exercise of the Rights under the blue sky or securities laws of such 
jurisdictions as may be necessary or appropriate.

            (b)(i)  The Board of Directors of the Company may, at its option, 
at any time after a Person becomes an Acquiring Person, mandatorily exchange 
all or part of the then outstanding and exercisable Rights (which shall not 
include Rights that shall have become null and void and nontransferable 
pursuant to the provisions of Section 7(e)) for consideration per Right 
consisting of either one-half of the securities that would be issuable at
such time upon the exercise of one Right in accordance with Section 11(a) or, 
if applicable, Section 9(b)(ii) or (iii) or, if applicable the cash 
consideration specified in Section 9(b)(i) (the consideration issuable per 
Right pursuant to this Section 11(b)(i) being the "Exchange Consideration").  
The Board of Directors of the Company may, at its option, issue, in 
substitution for Preferred Shares, Common Shares in an amount per Preferred 
Share equal to the Formula Number (as defined in the Articles of Amendment) if 
there are sufficient Common Shares issued but not outstanding or authorized but 
unissued.  If the Board of Directors of the Company elects to exchange all the 
Rights for Exchange Consideration pursuant to this Section 11(b)(i) prior to 
the physical distribution of the Rights Certificates, the Corporation may 
distribute the Exchange Consideration in lieu of distributing Right 
Certificates, in which case for purposes of this Rights Agreement holders of 
Rights shall be deemed to have simultaneously received and surrendered for 
exchange Right Certificates on the date of such distribution.

            (ii)  Any action of the Board of Directors of the Company ordering 
the exchange of any Rights pursuant to Section 11(b)(i) shall be irrevocable 
and, immediately upon the taking of such action and without any further action 
and without any notice, the right to exercise any such Right pursuant to 
Section 11(a) shall terminate and the only right thereafter of a holder of such 
Right shall be to receive the Exchange Consideration in exchange for each such 
Right held by such holder or, if the Exchange Consideration shall not have been 
paid or issued, to exercise any such Right pursuant to Section 11(c)(i).  The 
Company shall promptly give public notice of any such exchange; provided, 
                                                                --------
however, that the failure to give, or any defect in, such notice shall not 
-------
affect the validity of such exchange.  The Company promptly shall mail a notice 
of any such exchange to all holders of such Rights at their last addresses as 
they appear upon the registry books of the Rights Agent.  Any notice which is 
mailed in the manner herein provided shall be deemed given, whether or not the 
holder receives the notice.  Each such notice of exchange will state the method 
by which the exchange of the Rights for the Exchange Consideration 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 shall have become null and void 
and nontransferable pursuant to the provisions of Section 7(e)) held by each 
holder of Rights.
<PAGE>
                                                                              16

            (c)(i)  In the event that, following a Distribution Date, directly 
or indirectly, any transactions specified in the following clause (A), (B) or 
(C) of this Section 11(c) (each such transaction being a "Business 
Combination") shall be consummated:

                  (A) the Company shall consolidate with, or merge with and 
into, any Acquiring Person or any Affiliate or Associate of an Acquiring 
Person;

                  (B) any Acquiring Person or any Affiliate or Associate of an 
Acquiring Person shall merge with and into the Company and, in connection with 
such merger, all or part of the Common Shares shall be changed into or 
exchanged for capital stock or other securities of the Company or of any
Acquiring Person or Affiliate or Associate of an Acquiring Person or cash or any
other property; or

                  (C) the Company shall sell, lease, exchange or otherwise 
transfer or dispose of (or one or more of its Subsidiaries shall sell, lease, 
exchange or otherwise transfer or dispose of), in one or more transactions, the 
Major Part of the assets of the Company and its Subsidiaries (taken as a whole)
to any Acquiring Person or any Affiliate or Associate of an Acquiring Person;

then, in each such case, proper provision shall be made so that each holder of 
a Right, except as provided in Section 7(e), shall thereafter have the right to 
receive, upon the exercise thereof for the Purchase Price in accordance with 
the terms of this Rights Agreement, the securities specified below (or, at such 
holder's option, the securities specified in Section 11(a)):

(x) if the Principal Party in such Business Combination has Registered Common 
Shares outstanding, each Right shall thereafter represent the right to receive, 
upon the exercise thereof for the Purchase Price in accordance with the terms 
of this Rights Agreement, such number of Registered Common Shares of such 
Principal Party, free and clear of all liens, encumbrances or other adverse 
claims, as shall have an aggregate Market Value equal to the result obtained by 
multiplying the Purchase Price by two; or

(y) if the Principal Party involved in such Business Combination does not have 
Registered Common Shares outstanding, each Right shall thereafter represent the 
right to receive, upon the exercise thereof for the Purchase Price in 
accordance with the terms of this Rights Agreement, at the election of the 
holder of such Right at the time of the exercise thereof, any of:

            (1) such number of Common Shares of the Surviving Person in such
Business Combination as shall have an aggregate Book Value immediately after
giving effect to such Business Combination equal to the result obtained by
multiplying the Purchase Price by two;

            (2) such number of Common Shares of the Principal Party in such 
Business Combination (if the Principal Party is not also the Surviving Person 
in such Business Combination) as shall have an aggregate Book Value immediately 
after giving effect to such Business Combination equal to the result obtained 
by multiplying the Purchase Price by two; or
<PAGE>
 
                                                                              17

            (3) if the Principal Party in such Business Combination is an
Affiliate of one or more Persons which has Registered Common Shares outstanding,
such number of Registered Common Shares of whichever of such Affiliates of the
Principal Party has Registered Common Shares with the greatest aggregate Market
Value on the date of consummation of such Business Combination as shall have an
aggregate Market Value on the date of such Business Combination equal to the
result obtained by multiplying the Purchase Price by two.

            (ii)  The Company shall not consummate any Business Combination 
unless each issuer of Common Shares for which Rights may be exercised, as set 
forth in this Section 11(c), shall have sufficient authorized Common Shares 
that have not been issued or reserved for issuance (and which shall, when 
issued upon exercise thereof in accordance with this Rights Agreement, be 
validly issued, fully paid and nonassessable and free of preemptive rights, 
rights of first refusal or any other restrictions or limitations on the 
transfer or ownership thereof) to permit the exercise in full of the Rights in 
accordance with this Section 11(c) and unless prior thereto:

                  (A) a registration statement under the Securities Act on an 
appropriate form, with respect to the Rights and the Common Shares of such 
issuer purchasable upon exercise of the Rights, shall be effective under the 
Securities Act; and

                  (B) the Company and each such issuer shall have:

            (1) executed and delivered to the Rights Agent a supplemental 
agreement providing for the assumption by such issuer of the obligations set 
forth in this Section 11(c) (including the obligation of such issuer to issue 
Common Shares upon the exercise of Rights in accordance with the terms set 
forth in Sections 11(c)(i) and 11(c)(iii)) and further providing that such 
issuer, at its own expense, will use its best efforts to:

                              (x) cause a registration statement under the
Securities Act on an appropriate form, with respect to the Rights and the Common
Shares of such issuer purchasable upon exercise of the Rights, to remain
effective (with a prospectus at all times meeting the requirements of the
Securities Act) until the Expiration Date;

                              (y) qualify or register the Rights and the Common 
Shares of such issuer purchasable upon exercise of the Rights under the blue 
sky or securities laws of such jurisdictions as may be necessary or 
appropriate; and

                              (z) list the Rights and the Common Shares of such 
issuer purchasable upon exercise of the Rights on each national securities 
exchange on which the Common Shares were listed prior to the 
<PAGE>
 
                                                                              18

consummation of the Business Combination or, if the Common Shares were not
listed on a national securities exchange prior to the consummation of the
Business Combination, on a national securities exchange;

                        (2) furnished to the Rights Agent a written opinion of 
independent counsel stating that such supplemental agreement is a valid, 
binding and enforceable agreement of such issuer; and

                        (3) filed with the Rights Agent a certificate of a 
nationally recognized firm of independent accountants setting forth the number 
of Common Shares of such issuer which may be purchased upon the exercise of 
each Right after the consummation of such Business Combination.

                  (iii)  After consummation of any Business Combination and 
subject to the provisions of Section 11(c)(ii), (A) each issuer of Common 
Shares for which Rights may be exercised as set forth in this Section 11(c) 
shall be liable for, and shall assume, by virtue of such Business Combination, 
all the obligations and duties of the Company pursuant to this Rights 
Agreement, (B) the term "Company" shall thereafter be deemed to refer to such 
issuer, (C) each such issuer shall take such steps in connection with such 
consummation as may be necessary to assure that the provisions hereof 
(including the provisions of Sections 11(a) and 11(c)) shall thereafter be 
applicable, as nearly as reasonably may be, in relation to its Common Shares 
thereafter deliverable upon the exercise of the Rights and (D) the number of 
Common Shares of each such issuer thereafter receivable upon exercise of any 
Right shall be subject to adjustment from time to time in a manner and on terms 
as nearly equivalent as practicable to the provisions of Sections 11 and 12 and 
the provisions of Section 7, 9 and 10 with respect to the Preferred Shares 
shall apply, as nearly as reasonably may be, on like terms to any such Common 
Shares.

                  SECTION 12.  Certain Adjustments.  (a)  To preserve the 
                               --------------------
actual or potential economic value of the Rights, if at any time after the date 
of this Rights Agreement there shall be any change in the Common Shares or the 
Preferred Shares, whether by reason of stock dividends, stock splits, 
recapitalizations, mergers, consolidations, combinations or exchanges of 
securities, split-ups, split-offs, spin-offs, liquidations, other similar 
changes in capitalization, any distribution or issuance of cash, assets, 
evidences of indebtedness or subscription rights, options or warrants to 
holders of Common Shares or Preferred Shares, as the case may be (other than 
distribution of the Rights or regular quarterly cash dividends) or otherwise, 
then, in each such event the Board of Directors of the Company shall make such 
appropriate adjustments in the number of Preferred Shares (or the number and 
kind of other securities) issuable upon exercise of each Right, the Purchase 
Price and Redemption Price in effect at such time and the number of Rights 
outstanding at such time (including the number of Rights or fractional Rights 
associated with each Common Share) such that following such adjustment such 
event shall not have had the effect of reducing or limiting the benefits the 
holders of the Rights would have had absent such event.

                  (b)  If, as a result of an adjustment made pursuant to 
Section 12(a), the holder of any Right thereafter exercised shall become
entitled to receive any securities other than Preferred Shares, thereafter the
number of such securities so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner
<PAGE>
 
                                                                              19

and on terms as nearly equivalent as practicable to the provisions of 
Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to 
the Preferred Shares shall apply, as nearly as reasonably may be, on like terms 
to any such other securities.

                  (c)  All Rights originally issued by the Company subsequent 
to any adjustment made to the amount of Preferred Shares or other securities 
relating to a Right shall evidence the right to purchase, for the Purchase 
Price, the adjusted number and kind of securities purchasable from time to time 
hereunder upon exercise of the Rights, all subject to further adjustment as 
provided herein.

                  (d)  Irrespective of any adjustment or change in the Purchase 
Price or the number of Preferred Shares or number or kind of other securities 
issuable upon the exercise of the Rights, the Right Certificates theretofore 
and thereafter issued may continue to express the terms which were expressed in 
the initial Right Certificates issued hereunder.

                  (e)  In any case in which action taken pursuant to Section 
12(a) requires that an adjustment 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 Shares and/or other securities, if any, issuable upon such 
exercise over and above the Preferred Shares and/or other securities, if any, 
issuable before giving effect 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 securities 
upon the occurrence of the event requiring such adjustment.

                  SECTION 13.  Certificate of Adjustment.  Whenever an 
                               --------------------------
adjustment is made as provided in Section 11 or 12, the Company shall (a) 
promptly prepare a certificate setting forth such adjustment and a brief 
statement of the facts accounting for such adjustment, (b) promptly file with 
the Rights Agent and with each transfer agent for the Preferred Shares a copy 
of such certificate and (c) mail a brief summary thereof to each holder of a 
Right Certificate (or, prior to the Distribution Date, of the Common Shares) in 
accordance with Section 25.  The Rights Agent shall be fully protected in 
relying on any such certificate and on any adjustment therein contained.

                  SECTION 14.  Additional Covenants.  (a)  Notwithstanding 
                               ---------------------
any other provision of this Rights Agreement, no adjustment to the number of 
Preferred Shares (or fractions of a share) or other securities for which a 
Right is exercisable or the number of Rights outstanding or associated with 
each Common Share or any similar or other adjustment shall be made or be 
effective if such adjustment would have the effect of reducing or limiting the 
benefits the holders of the Rights would have had absent such adjustment,
including, without limitation, the benefits under Sections 11 and 12, unless the
terms of this Rights Agreement are amended so as to preserve such benefits.

                  (b)  The Company covenants and agrees that, after the 
Distribution Date, except as permitted by Section 26, it will not take (or 
permit any Subsidiary of the Company to take) any action if at the time such 
action is taken it is intended or reasonably foreseeable that such action will 
reduce or otherwise limit the benefits the holders of the Rights would have had 
absent such action, including, without limitation, the benefits under Sections 
11 and 12.  Any action taken by 
<PAGE>
 
                                                                              20

the Company during any period after any Person becomes an Acquiring Person but
prior to the Distribution Date shall be null and void unless such action could
be taken under this Section 14(b) from and after the Distribution Date. The
Company shall not consummate any Business Combination if any issuer of Common
Shares for which Rights may be exercised after such Business Combination in
accordance with Section 11(c) shall have taken any action that reduces or
otherwise limits the benefits the holders of the Rights would have had absent
such action, including, without limitation, the benefits under Sections 11 and
12.

                  SECTION 15.  Fractional Rights and Fractional Shares.  
                               ----------------------------------------
(a)  The Company may, but shall not be required to, issue fractions of Rights 
or distribute Right Certificates which evidence fractional Rights.  In lieu of 
such fractional Rights, the Company may pay 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 purposes of this Section 15(a), the current market 
value of a whole Right shall be the closing price of the Rights (as determined 
pursuant to the second and third sentences of the definition of Market Value 
contained in Section 1) for the Trading Day immediately prior to the date on 
which such fractional Rights would have been otherwise issuable.

                  (b)  The Company may, but shall not be required to, issue 
fractions of Preferred Shares upon exercise of the Rights or distribute 
certificates which evidence fractional Preferred Shares.  In lieu of fractional 
Preferred Shares, the Company may elect to (i) utilize a depository arrangement 
as provided by the terms of the Preferred Shares or (ii) in the case of a 
fraction of a Preferred Share (other than one-thousandth (1/1,000) of a 
Preferred Share or any integral multiple thereof), pay to the registered 
holders of Right Certificates at the time such Rights are exercised as herein 
provided an amount in cash equal to the same fraction of the current market 
value of one Preferred Share, if any are outstanding and publicly traded (or 
the Formula Number times the current market value of one Common Share if the 
Preferred Shares are not outstanding and publicly traded).  For purposes of 
this Section 15(b), the current market value of a Preferred Share (or Common 
Share) shall be the closing price of a Preferred Share (or Common Share) (as
determined pursuant to the second and third sentences of the definition of
Market Value contained in Section 1) for the Trading Day immediately prior to
the date of such exercise. If, as a result of an adjustment made pursuant to
Section 12(a), the holder of any Right thereafter exercised shall become
entitled to receive any securities other than Preferred Shares, the provisions
of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms
to such other securities.

                  (c)  The Company may, but shall not be required to, issue 
fractions of Common Shares upon exchange of Rights pursuant to Section 11(b), 
or to distribute certificates which evidence fractional Common Shares.  In lieu 
of such fractional Common Shares, the Company may pay to the registered holders 
of the Right Certificates with regard to which such fractional Common Shares 
would otherwise be issuable an amount in cash equal to the same fraction of the 
current Market Value of one Common Share as of the date on which a Person 
became an Acquiring Person.
<PAGE>
 
                                                                              21

                  (d)  The holder of Rights by the acceptance of the Rights 
expressly waives his right to receive any fractional Rights or any fractional 
shares upon exercise of a Right except as provided in this Section 15.

                  SECTION 16.  Rights of Action.  (a)  All rights of action 
                               -----------------
in respect of this Rights Agreement are vested in the respective registered 
holders of the Right Certificates (and, prior to the Distribution Date, the 
registered holders of the Common Shares); and any registered holder of any 
Right Certificate (or, prior to the Distribution Date, of the Common Shares), 
without the consent of the Rights Agent or of the holder of any other Right 
Certificate (or, prior to the Distribution Date, of the Common Shares) may, in 
his own behalf and for his own benefit, enforce, and may institute and maintain 
any suit, action or proceeding against the Company to enforce, or otherwise act 
in respect of, his right to exercise the Rights evidenced by such Right 
Certificate in the manner provided in such Right Certificate and in this Rights 
Agreement.  Without limiting the foregoing or any remedies available to the 
holders of Rights, it is specifically acknowledged that the holders of Rights 
would not have an adequate remedy at law for any breach of this Rights 
Agreement and shall be entitled to specific performance of the obligations of 
any Person under, and injunctive relief against actual or threatened violations 
of the obligations of any Person subject to, this Rights Agreement.

                  (b)  Any holder of Rights who prevails in an action to 
enforce the provisions of this Rights Agreement shall be entitled to recover 
the reasonable costs and expenses, including attorneys' fees, incurred in such 
action.

                  SECTION 17.  Transfer and Ownership of Rights and Right 
                               -------------------------------------------
Certificates.  (a)  Prior to the Distribution Date, the Rights will be 
-------------
transferable only in connection with the transfer of the Common Shares and the
Rights associated with the Common Shares shall be automatically transferred upon
the transfer of the Common Shares.

                  (b)  After the Distribution Date, the Right Certificates will 
be transferable, subject to Section 7(e), only on the registry books of the 
Rights Agent if surrendered at the principal office of the Rights Agent, duly 
endorsed or accompanied by a proper instrument of transfer.

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

                  SECTION 18.  Right Certificate Holder Not Deemed a 
                               --------------------------------------
Shareholder.  No holder, as such, of any Right Certificate shall be entitled 
------------
to vote or receive dividends or be deemed, for any purpose, the holder of the 
Preferred Shares or of any other securities of the Company which may at any 
time be issuable on the exercise 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 
shareholder of the Company, 
<PAGE>
 
                                                                              22

including, without limitation, any right to vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders, or to receive dividends or other
distributions or subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with
the provisions hereof.

                  SECTION 19.  Concerning the Rights Agent.  (a)  The 
                               ----------------------------
Company agrees to pay to the Rights Agent reasonable compensation for all 
services rendered by it hereunder from time to time and 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.

                  (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 Common Shares or for other 
securities of the Company, instrument of assignment or transfer, power of 
attorney, endorsement, affidavit, letter, notice, direction, consent, 
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons.

                  SECTION 20.  Merger or Consolidation or Change of Rights 
                               --------------------------------------------
Agent.  (a)  Any corporation into which the Rights Agent or any successor 
------
Rights Agent may be merged or with which it may be consolidated, or any 
corporation resulting from any merger or consolidation to which the Rights 
Agent or any successor Rights Agent shall be a party, or any corporation 
succeeding to the stock transfer or corporate trust business of the Rights 
Agent or any successor Rights Agent, shall be the successor to the Rights Agent 
under this 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 22.  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, any such 
successor Rights Agent may adopt the countersignature of the predecessor Rights 
Agent and deliver such Right Certificates so countersigned; and, in case at 
that time any of the Right Certificates shall not have been countersigned, any 
successor Rights Agent may countersign such Right Certificates either in the 
name of the predecessor Rights Agent or in the name of the successor Rights 
Agent; and in all such cases such Right Certificates shall have the full force 
provided in the Right Certificates and in this 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.
<PAGE>
 
                                                                              23

                  SECTION 21.  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 (or, prior to the Distribution Date, of the Common Shares), 
by their acceptance thereof, shall be bound:

                  (a)  The Rights Agent may consult with legal counsel 
satisfactory to it (who may be legal counsel for the Company), and the opinion 
of such counsel shall be full and complete authorization and protection to the 
Rights Agent as to any action taken, suffered 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 (including, without limitation, the identity of any Acquiring
Person) be proved or established by the Company prior to taking, refraining from
taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a certificate signed by any one of the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, a Vice President (whether
preceded by any additional title), the Treasurer or the Secretary of the Company
and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Rights Agreement in reliance upon such
certificate.

                  (c)  The Rights Agent shall be liable hereunder only for its 
own negligence, bad faith or wilful 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 as to 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 adjustment required 
under the provisions of Section 11 or 12 or responsible for the manner, method 
or amount of any such adjustment or the ascertaining of the existence of facts 
that would require any such adjustment (except with respect to the exercise of 
Rights evidenced by Right Certificates after actual notice of any such 
adjustment); nor shall it by any act hereunder be deemed to make any 
representation or warranty as to the authorization or reservation of any 
Preferred Shares or Common Shares to be issued pursuant to this Rights 
Agreement or any Right Certificate or as to whether any Preferred Shares or 
Common Shares will, when so issued, be validly authorized and issued, fully 
paid and nonassessable.

                  (f)  The Company agrees that it will perform, execute, 
acknowledge and deliver or cause to be performed, executed, acknowledged 
<PAGE>
 
                                                                              24

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 one of the Chairman of the Board, the Chief Executive Officer, the 
President, the Chief Operating Officer, a Vice President (whether preceded by 
any additional title), the Secretary or the Treasurer of the Company, and to 
apply to such officers for advice and instructions in connection with its 
duties and it shall not be liable for any action taken or suffered to be taken 
by it in good faith in accordance with instructions of any such officer.

                  (h)  The Rights Agent and any shareholder, director, officer, 
employee or affiliate of the Rights Agent may buy, sell or deal in any of the 
Rights or other securities of the Company or become pecuniarily interested in 
any transaction in which the Company may be interested, or contract with or 
lend money to the Company or otherwise act as fully and freely as though it 
were not the Rights Agent under this 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) The Company agrees to indemnify and to hold the Rights 
Agent harmless against any loss, liability, damage or expense (including 
reasonable fees and expenses of legal counsel) which the Rights Agent may incur 
resulting from its actions as Rights Agent pursuant to this Rights Agreement; 
provided, however, that the Rights Agent shall not be indemnified or 
--------  -------
held harmless with respect to any such loss, liability, damage or expense 
incurred by the Rights Agent as a result of, or arising out of, its own 
negligence, bad faith or wilful misconduct.  In no case shall the Company be 
liable with respect to any action, proceeding, suit or claim against the Rights 
Agent unless the Rights Agent shall have notified the Company, by letter or by 
facsimile confirmed by letter, of the assertion of any action, proceeding, suit 
or claim against the Rights Agent, promptly after the Rights Agent shall have 
notice of any such assertion of an action, proceeding, suit or claim or have 
been served with the summons or other first legal process giving information as 
to the nature and basis of the action, proceeding, suit or claim.  The Company 
shall at its own expense assume the defense of any such action, proceeding, 
suit or claim.  In the event that the Company assumes such defense, the Company 
shall not thereafter be liable for the fees and expenses of any additional 
counsel retained by the Rights Agent, so long as the Company shall retain
counsel satisfactory to the Rights Agent, in the exercise of its reasonable
judgment, to defend such action, proceeding, suit or claim. In the event the
Company fails so to defend, the Rights Agent agrees not to settle any litigation
in connection with any action, proceeding, suit or claim with respect to 
<PAGE>
 
                                                                              25

which it may seek indemnification from the Company without the prior written
consent of the Company.

                  (k) The Rights Agent shall be under no obligation to 
institute any action, suit or legal proceeding or to take any other action 
likely to involve expense unless the Company or one or more registered holders 
of Right Certificates shall furnish the Rights Agent with security and 
indemnity to its satisfaction for any costs and expenses which may be incurred.

                  (l) The Rights Agent shall not be liable for failure to 
perform any duties except as specifically set forth herein and no implied 
covenants or obligations shall be read into this Agreement against the Rights 
Agent, whose duties and obligations are ministerial and shall be determined 
solely by the express provisions hereof.

                  SECTION 22.  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 Shares and the Preferred Shares by 
registered or certified mail, and to the holders of the Right Certificates (or, 
prior to the Distribution Date, of the Common Shares) 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 Shares and the Preferred 
Shares by registered or certified mail, and to the holders of the Right 
Certificates (or, prior to the Distribution Date, of the Common Shares) 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 (or, prior 
to the Distribution Date, of the Common Shares) who shall, with such notice, 
submit his Right Certificate (or, prior to the Distribution Date, the 
certificate representing his Common Shares) for inspection by the Company, then 
the registered holder of any Right Certificate (or, prior to the Distribution 
Date, of the Common Shares) may apply to any court of competent jurisdiction 
for the appointment of a new Rights Agent.  Any successor Rights Agent, whether 
appointed by the Company or by such a court, shall be a corporation organized 
and doing business under the laws of the United States or of any state of the 
United States, in good standing, having a principal office in the  United 
States, which is authorized under such laws to exercise stock, transfer or 
corporate trust 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 $25,000,000; provided that the
                                                        --------
principal transfer agent for the Common Shares shall in any event be qualified
to be the Rights Agent. 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 
<PAGE>
 
                                                                              26

transfer agent of the Common Shares and the Preferred Shares, and mail a notice
thereof in writing to the registered holders of the Right Certificates (or,
prior to the Distribution Date, of the Common Shares). Failure to give any
notice provided for in this Section 22, however, or any defect therein shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

                  SECTION 23.  Issuance of Additional Rights and 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 form as may be approved by its 
Board of Directors to reflect any adjustment or change made in accordance with 
the provisions of this Rights Agreement. In addition, in connection with the 
issuance or sale of Common Shares following the Distribution Date and prior to 
the earlier of the Redemption Date and the Expiration Date, the Company (a) 
shall, with respect to Common Shares so issued or sold pursuant to the exercise 
of stock options or under any employee plan or arrangement, or upon the 
exercise, conversion or exchange of securities, notes or debentures issued by 
the Company, and (b) may, in any other case, if deemed necessary or appropriate 
by the Board of Directors of the Company, issue Right Certificates representing 
the appropriate number of Rights in connection with such issuance or sale; 
provided, however, that (x) no such Right Certificate shall be issued 
--------  -------
if, and to the extent that, the Company shall be advised by counsel that such 
issuance would create a significant risk of material adverse tax consequences 
to the Company or the Person to whom such Right Certificate would be issued, 
and (y) no such Right Certificate shall be issued if, and to the extent that, 
appropriate adjustment shall otherwise have been made in lieu of the issuance 
thereof.

                  SECTION 24.  Redemption and Termination.  (a)  The Board 
                               ---------------------------
of Directors of the Company may, at its option, at any time prior to the 
earlier of (i) such time as a Person becomes an Acquiring Person and (ii) the 
Expiration Date, order the redemption of all, but not fewer than all, the then 
outstanding Rights at the Redemption Price (the date of such redemption being
the "Redemption Date"), and the Company, at its option, may pay the Redemption
Price either in cash or Common Shares or other securities of the Company deemed
by the Board of Directors of the Company, in the exercise of its sole
discretion, to be at least equivalent in value to the Redemption Price.

                  (b)  Immediately upon the action of the Board of Directors of 
the Company ordering the redemption of the Rights, 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.  Within 10 Business Days after the action of the Board of 
Directors of the Company ordering the redemption of the Rights, the Company 
shall give notice of such redemption to the holders of the then outstanding 
Rights by mailing such notice to all such holders at their last addresses as 
they appear upon the registry books of the Rights Agent or, prior to the 
Distribution Date, on the registry books of the transfer agent for the Common 
Shares.  Each such notice of redemption will state the method by which payment 
of the Redemption Price will be made.  The notice, if mailed in the manner 
herein provided, shall be conclusively presumed to have been duly given, 
whether or not the holder of Rights receives such notice.  In any case, failure 
to give such notice by mail, or any defect in the notice, to any 
<PAGE>
 
                                                                              27

particular holder of Rights shall not affect the sufficiency of the notice to
other holders of Rights.

                  SECTION 25.  Notices.  Notices or demands authorized by 
                               --------
this Agreement to be given or made by the Rights Agent or by the holder of a 
Right Certificate (or, prior to the Distribution Date, of the Common Shares) 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:

                  Primex Technologies, Inc.
                  10101 9th Street
                  St. Petersburg, FL 33716-3807
                  Attention of General Counsel

   Subject to the provisions of Section 22, any notice or demand authorized by 
this Rights Agreement to be given or made by the Company or by the holder of a 
Right Certificate (or, prior to the Distribution Date, of the Common Shares) 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:

                ChaseMellon Shareholder Services, L.L.C.
                450 West 33rd Street
                New York, NY 10001
                Attention:  Vice President of Administration

              

            Notices or demands authorized by this Rights Agreement to be given 
or made by the Company or the Rights Agent to any holder of a Right Certificate 
(or, prior to the Distribution Date, of the Common Shares) 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 Rights Agent or, prior to the Distribution Date, on the registry 
books of the transfer agent for the Common Shares.

            SECTION 26.  Supplements and Amendments.  At any time prior to the 
                         --------------------------
Distribution Date and subject to the last sentence of this Section 26, the 
Company may, and the Rights Agent shall if the Company so directs, supplement 
or amend any provision of this Rights Agreement (including, without limitation, 
the date on which the Distribution Date shall occur, the time during which the 
Rights may be redeemed pursuant to Section 24 or any provision of the Articles 
of Amendment) without the approval of any holder of the Rights.  From and after 
the Distribution Date and subject to applicable law, the Company may, and the 
Rights Agent shall if the Company so directs, amend this Rights Agreement 
without the approval of any holders of Right Certificates (a) to cure any 
ambiguity or to correct or supplement any provision contained herein which may 
be defective or inconsistent with any other provision of this Rights Agreement 
or (b) to make any other provisions in regard to matters or questions arising 
hereunder which the Company may deem necessary or desirable and which shall not 
adversely affect the interests of the holders of Right Certificates (other than 
an Acquiring Person or an Affiliate or Associate of an Acquiring Person).  Any 
supplement or amendment adopted during any period after any Person has become 
an Acquiring Person but prior to the Distribution Date shall be null and void 
unless such supplement or amendment could have been adopted under the prior 
sentence from and after the Distribution Date.  Any supplement or amendment to 
this Rights Agreement duly approved by 
<PAGE>
 
                                                                              28

the Company that does not amend Sections 19, 20, 21 or 22 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. In addition,
notwithstanding anything to the contrary contained in this Rights Agreement, no
supplement or amendment to this Rights Agreement shall be made which (x) reduces
the Redemption Price (except as required by Section 12(a)) or (y) provides for
an earlier Expiration Date.

            SECTION 27.  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 28.  Benefits of Rights Agreement; Determinations and 
                         -------------------------------------------------
Actions by the Board of Directors, etc.  (a)  Nothing in this Rights 
---------------------------------------
Agreement shall be construed to give to any Person other than the Company, the 
Rights Agent and the registered holders of the Right Certificates (and, prior 
to the Distribution Date, of the Common Shares) 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, of the Common Shares).

            (b)  Except as explicitly otherwise provided in this Rights 
Agreement, the Board of Directors of the Company shall have the exclusive power 
and authority to administer this Rights Agreement and to exercise all rights 
and powers specifically granted to the Board of Directors of the Company or to 
the Company, or as may be necessary or advisable in the administration of this 
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 and whether there is an 
Acquiring Person).

            (c)  Nothing contained in this Rights Agreement shall be deemed to 
be in derogation of the obligation of the Board of Directors of the Company to 
exercise its fiduciary duty.  Without limiting the foregoing, nothing contained 
herein shall be construed to suggest or imply that the Board of Directors shall 
not be entitled to reject any tender offer, or to recommend that holders of 
Common Shares reject any tender offer, or to take any other action (including, 
without limitation, the commencement, prosecution, defense or settlement of any 
litigation and the submission of additional or alternative offers or other 
proposals) with respect to any tender offer that the Board of Directors 
believes is necessary or appropriate in the exercise of such fiduciary duty.

            SECTION 29.  Severability.  If any term, provision, covenant or 
                         -------------
restriction of 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.
<PAGE>
 
                                                                              29

            SECTION 30.  Governing Law.  This Rights Agreement and each 
                         --------------
Right Certificate issued hereunder shall be deemed to be a contract made under 
the law of the Commonwealth of Virginia and for all purposes shall be governed 
by and construed in accordance with the law of such Commonwealth applicable to 
contracts to be made and performed entirely within such Commonwealth except 
that the duties and rights of the Rights Agent shall be governed by the law of 
the State of New York without reference to the choice of law doctrine of such 
State.

            SECTION 31.  Counterparts; Effectiveness.  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.  This 
Rights Agreement shall be effective as of the Close of Business on the date 
hereof.

            SECTION 32.  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 of this Rights Agreement.

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

            

                            PRIMEX TECHNOLOGIES, INC.,

                            by

                            /s/ Johnnie M. Jackson, Jr.
                            -----------------------------
                            Name:  Johnnie M. Jackson, Jr.
                            Title: Vice President and Secretary


                            CHASEMELLON SHAREHOLDER SERVICES, 
                            L.L.C., as Rights Agent,


                            by

                             /s/ Patricia A. Hoffman 
                             --------------------------
                             Name: Patricia A. Hoffman  
                             Title: Vice President