EXHIBIT 4.2
============================================================================

                   R&B FALCON CORPORATION

                            and

          AMERICAN STOCK TRANSFER & TRUST COMPANY

                        Rights Agent

                     __________________

                      Rights Agreement

               Dated as of December 23, 1997

============================================================================

                     Table of Contents

Section

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

Exhibit A -- Amended and Restated Certificate of Incorporation
Exhibit B -- Form of Rights Certificate

============================================================================

                         RIGHTS AGREEMENT

          RIGHTS  AGREEMENT,  dated as of December  23,  1997  (the  "Agree
ment"),  between R&B Falcon Corporation, a Delaware corporation  (the  "Com
pany"),  and  American  Stock Transfer & Trust  Company,  a  trust  company
organized under the laws of the State of New York (the "Rights Agent").

                        W I T N E S S E T H

     WHEREAS,  on  July  10,  1997, the Company, FDC Acquisition  Corp.,  a
Delaware corporation, Reading & Bates Acquisition Corp., a Delaware corpora
tion, Falcon Drilling Company, a Delaware company ("Falcon"), and Reading &
Bates  Corporation  ("R&B"),  entered  into  the  Agreement  and  Plan   of
Reorganization  (the "Merger Agreement"), pursuant to  which,  among  other
things, Falcon and R&B will become wholly owned subsidiaries of the Company
and  the former stockholders of Falcon and R&B will become stockholders  of
the Company (the "Transaction");

     WHEREAS, as a part of the Transaction, Falcon and R&B determined  that
it  would  be  desirable  to  distribute Rights  (as  hereinafter  defined)
associated with the shares of Common Stock (as hereinafter defined) of  the
Company  to  be  issued  in the Transaction to the former  stockholders  of
Falcon  and R&B and that certificates representing such Common Stock  would
also  evidence such Rights and that the registered holders of Common  Stock
would also be the registered holders of the associated Rights;

     WHEREAS, Section 6.16(b) of the Merger Agreement provides that  Falcon
and  R&B  will take all actions necessary to cause the Company to  adopt  a
Rights  Plan  providing  for  the  distribution  of  Rights  prior  to  the
consummation of the Transaction;

     WHEREAS, in order to effectuate the foregoing, Falcon and R&B, as  the
sole  stockholders of Parent, are authorizing and directing the Company  to
create  a  stockholder rights plan, to issue Rights to the former stockhold
ers of Falcon and R&B in connection with the Transaction, which Rights will
be  attached  to  the shares of Common Stock and evidenced by  certificates
representing   Common  Stock  and  to  enter  into   a   rights   agreement
substantially in the form of this Agreement;

     WHEREAS,  the  Board  of Directors of the Company has  authorized  the
distribution as of the Effective Time (as defined in the Merger  Agreement)
of  the Mergers (as defined in the Merger Agreement) of one Right for  each
share of Common Stock of the Company issued in connection with the Mergers,
and  authorized the issuance of one Right (as such number may hereafter  be
adjusted pursuant to the provisions of Section 11(p) hereof) for each share
of  Common Stock of the Company issued between the Effective Time  (whether
originally issued or delivered from the Company's treasury) and the  Distri
bution Date (as hereinafter defined), each Right initially representing the
right  to purchase one one-hundredth of a share of Series A Junior  Partici
pating  Preferred Stock of the Company having the rights, powers and prefer
ences set forth in the Amended and Restated Certificate of Incorporation of
the Company attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth (the "Rights");

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

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

          (a)"Acquiring Person" shall mean any Person who or which,  togeth
er  with  all  Affiliates and Associates of such Person,  shall  after  the
Effective  Time  be the Beneficial Owner of 15% or more of  the  shares  of
Common Stock then outstanding, but shall not include (i) the Company,  (ii)
any  Subsidiary  of  the Company, (iii) any employee benefit  plan  of  the
Company  or of any Subsidiary of the Company, or (iv) any Person or  entity
organized, appointed or established by the Company for or pursuant  to  the
terms  of  any  such  plan, or any Person who becomes an  Acquiring  Person
solely  as a result of a reduction in the number of shares of Common  Stock
outstanding due to the repurchase of shares of Common Stock by the Company,
unless  and  until  such  Person shall purchase  or  otherwise  become  the
Beneficial  Owner of additional shares of Common Stock constituting  1%  or
more  of  the then outstanding shares of Common Stock. Notwithstanding  the
foregoing,  if  the  Board of Directors of the Company determines  in  good
faith  that a Person who would otherwise be an Acquiring Person has  become
such  inadvertently, and such Person divests as promptly as  practicable  a
sufficient  number of shares of Common Stock so that such Person  would  no
longer be an Acquiring Person, then such Person shall not be deemed  to  be
an Acquiring Person for any purposes of this Agreement.

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

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

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

            (ii)   which  such  Person or any of such  Person's  Affil
     iates  or  Associates, directly or indirectly, has the  right  to
     vote  or  dispose of or has "beneficial ownership" of  (as  deter
     mined pursuant to Rule 13d-3 of the General Rules and Regulations
     under  the  Exchange Act), including pursuant to  any  agreement,
     arrangement   or  understanding,  whether  or  not  in   writing;
     provided,  however,  that  a  Person  shall  not  be  deemed  the
     "Beneficial  Owner"  of, or to "beneficially own,"  any  security
     under this subparagraph (ii) as a result of an agreement, arrange
     ment  or  understanding to vote such security if such  agreement,
     arrangement or understanding:  (A) arises solely from a revocable
     proxy given in response to a public proxy or consent solicitation
     made   pursuant  to,  and  in  accordance  with,  the  applicable
     provisions  of  the  General  Rules  and  Regulations  under  the
     Exchange Act, and (B) is not also then reportable by such  Person
     on  Schedule  13D  under the Exchange Act (or any  comparable  or
     successor report); or

            (iii)   which  are  beneficially owned, directly  or  indi
     rectly,  by  any  other  Person (or any  Affiliate  or  Associate
     thereof)  with  which  such  Person  (or  any  of  such  Person's
     Affiliates or Associates) has any agreement, arrangement or under
     standing  (whether  or  not  in  writing),  for  the  purpose  of
     acquiring, holding, voting (except pursuant to a revocable  proxy
     as  described  in the proviso to subparagraph (ii) of  this  para
     graph  (c)) or disposing of any voting securities of the Company;
     provided, however, that nothing in this paragraph (c) shall cause
     a  Person engaged in the business as an underwriter of securities
     to be deemed the "Beneficial Owner" of, or to "beneficially own,"
     any  securities  acquired through such Person's participation  in
     good faith in a firm commitment underwriting until the expiration
     of forty (40) days after the date of such acquisition.

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

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

          (f)"Common Stock" shall mean the common stock, par value $.01 per
share,  of the Company, except that "Common Stock" when used with reference
to  any Person other than the Company shall mean the capital stock of  such
Person  with the greatest voting power, or the equity securities  or  other
equity  interest having power to control or direct the management, of  such
Person.

          (g)"Continuing Director" shall mean (i) any member of  the  Board
of  Directors of the Company, while such Person is a member of  the  Board,
who  is  not  an  Acquiring  Person, or an Affiliate  or  Associate  of  an
Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate  or  Associate, and was a member of the Board  at  the  Effective
Time,  or  (ii) any Person who subsequently becomes a member of the  Board,
while such Person is a member of the Board, who is not an Acquiring Person,
or an Affiliate or Associate of an Acquiring Person, or a representative of
an Acquiring Person or of any such Affiliate or Associate, if such Person's
nomination for election or election to the Board is recommended or approved
by a majority of the Continuing Directors.

          (h)"Person" shall mean any individual, firm, corporation,  partne
rship or other entity.

          (i)"Preferred Stock" shall mean shares of Series A Junior  Partic
ipating  Preferred Stock, par value $.01 per share, of the Company and,  to
the  extent  that there are not a sufficient number of shares of  Series  A
Junior Participating Preferred Stock authorized to permit the full exercise
of  the  Rights,  any other series of preferred stock, par value  $.01  per
share,  of  the  Company  designated  for  such  purpose  containing  terms
substantially  similar  to the terms of the Series A  Junior  Participating
Preferred Stock.

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

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

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

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

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

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

     Section 3.  Issue of Rights Certificates.

          (a)Until the earlier of (i) the close of business on the tenth  B
usiness  Day after the Stock Acquisition Date or (ii) the close of business
on  the  tenth  Business Day (or such later date as the Board of  Directors
shall  determine)  after the date that a tender or exchange  offer  by  any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit  plan  of the Company or of any Subsidiary of the Company,  or  any
Person or entity organized, appointed or established by the Company for  or
pursuant to the terms of any such plan) is first published or sent or given
within  the  meaning of Rule 14d-2(a) of the General Rules and  Regulations
under the Exchange Act, if upon consummation thereof, such Person would  be
the  Beneficial  Owner of 15% or more of the shares of  Common  Stock  then
outstanding (the earlier of (i) and (ii) being herein referred  to  as  the
"Distribution  Date"),  (x) the Rights will be evidenced  (subject  to  the
provisions of paragraph (b) of this Section 3) by the certificates for  the
Common  Stock  registered in the names of the holders of the  Common  Stock
(which  certificates  for  Common  Stock  shall  be  deemed  also   to   be
certificates  for  Rights) and not by separate certificates,  and  (y)  the
Rights  will  be transferable only in connection with the transfer  of  the
underlying  shares of Common Stock (including a transfer to  the  Company).
As  soon as practicable after the Distribution Date, the Rights Agent  will
send  by first-class, insured, postage prepaid mail, to each record  holder
of  the Common Stock as of the close of business on the Distribution  Date,
at  the address of such holder shown on the records of the Company, one  or
more right certificates, in substantially the form of Exhibit B hereto (the
"Rights Certificates"), evidencing one Right for each share of Common Stock
so  held, subject to adjustment as provided herein.  In the event  that  an
adjustment in the number of Rights per share of Common Stock has been  made
pursuant to Section 11(p) hereof, at the time of distribution of the Rights
Certificates, the Company shall make the necessary and appropriate rounding
adjustments  (in  accordance  with Section 14(a)  hereof)  so  that  Rights
Certificates representing only whole numbers of Rights are distributed  and
cash  is  paid  in  lieu of any fractional Rights.  As  of  and  after  the
Distribution  Date,  the Rights will be evidenced  solely  by  such  Rights
Certificates.

          (b)Rights shall be issued in respect  of  all  shares  of  Common
Stock which are issued after the Effective Time but prior to the earlier of
the  Distribution  Date or the Expiration Date.  Certificates  representing
such  shares  of  Common Stock shall also be deemed to be certificates  for
Rights, and shall bear the following legend:

          This  certificate  also evidences and  entitles  the  holder
     hereof  to  certain Rights as set forth in the  Rights  Agreement
     between  R&B  Falcon Corporation and American  Stock  Transfer  &
     Trust  Company, dated as of December 19, 1997 (the "Rights  Agree
     ment"),  the  terms  of which are hereby incorporated  herein  by
     reference and a copy of which is on file at the principal offices
     of  R&B Falcon Corporation.  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.  R&B Falcon Corporation will mail to the  holder  of
     this certificate a copy of the Rights Agreement, as in effect  on
     the  date of mailing, without charge promptly after receipt of  a
     written request therefor.  Under certain circumstances set  forth
     in the Rights Agreement, Rights issued to, or held by, any Person
     who  is,  was or becomes an Acquiring Person or any Affiliate  or
     Associate thereof (as such terms are defined in the Rights  Agree
     ment),  whether currently held by or on behalf of such Person  or
     by any subsequent holder, may become null and void.

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

     Section 4.  Form of Rights Certificates.

          (a)The Rights Certificates (and the forms of election to purchase
and  of  assignment  to be printed on the reverse thereof)  shall  each  be
substantially in the form set forth in Exhibit B hereto and may  have  such
marks  of  identification  or designation and such  legends,  summaries  or
endorsements printed thereon as the Company may deem appropriate and as are
not  inconsistent  with  the provisions of this Agreement,  or  as  may  be
required  to comply with any applicable law or with any rule or  regulation
made  pursuant thereto or with any rule or regulation of any stock exchange
on  which  the  Rights may from time to time be listed, or  to  conform  to
usage.  Subject to the provisions of Section 11 and Section 22 hereof,  the
Rights  Certificates,  whenever distributed,  shall  be  dated  as  of  the
Effective  Time  and  on their face shall entitle the  holders  thereof  to
purchase such number of one one-hundredths of a share of Preferred Stock as
shall  be  set forth therein at the price set forth therein (such  exercise
price  per  one  one-hundredth of a share, the "Purchase Price"),  but  the
amount  and type of securities purchasable upon the exercise of each  Right
and  the  Purchase Price thereof shall be subject to adjustment as provided
herein.

          (b)Any Rights Certificate issued pursuant to Section 3(a) or  Sec
tion  22  hereof  that represents Rights beneficially  owned  by:   (i)  an
Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii)
a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who  becomes a transferee after the Acquiring Person becomes such, or (iii)
a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee prior to or concurrently with the Acquiring Person
becoming  such and receives such Rights pursuant to either (A)  a  transfer
(whether or not for consideration) from the Acquiring Person to holders  of
equity  interests in such Acquiring Person or to any Person with whom  such
Acquiring Person has any continuing agreement, arrangement or understanding
regarding  the  transferred Rights or (B) a transfer  which  the  Board  of
Directors  of the Company has determined is part of a plan, arrangement  or
understanding which has as a primary purpose or effect avoidance of Section
7(e)  hereof,  and any Rights Certificate issued pursuant to Section  6  or
Section 11 hereof upon transfer, exchange, replacement or adjustment of any
other  Rights Certificate referred to in this sentence, shall  contain  (to
the extent feasible) the following legend:

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

     Section 5.  Countersignature and Registration.

          (a)  The  Rights Certificates shall be executed on behalf of  the
Company by its Chairman of the Board, its President or any Vice  President,
either  manually or by facsimile signature, and shall have affixed  thereto
the  Company's seal or a facsimile thereof which shall be attested  by  the
Secretary or an Assistant Secretary of the Company, either manually  or  by
facsimile signature.  The Rights Certificates shall be countersigned by the
Rights  Agent, either manually or by facsimile signature, and shall not  be
valid for any purpose unless so countersigned.  In case any officer of  the
Company who shall have signed any of the Rights Certificates shall cease to
be  such officer of the Company before countersignature by the Rights Agent
and  issuance and delivery by the Company, such Rights Certificates,  never
theless,  may be countersigned by the Rights Agent and issued and delivered
by  the  Company  with the same force and effect as though the  person  who
signed  such Rights Certificates had not ceased to be such officer  of  the
Company; and any Rights Certificates may be signed on behalf of the Company
by  any  person  who, at the actual date of the execution  of  such  Rights
Certificate, shall be a proper officer of the Company to sign  such  Rights
Certificate, although at the date of the execution of this Rights Agreement
any such person was not such an officer.

          (b)Following the Distribution Date, the Rights Agent will keep or
cause  to  be  kept, at its principal office or offices designated  as  the
appropriate  place for surrender of Rights Certificates  upon  exercise  or
transfer,  books  for registration and transfer of the Rights  Certificates
issued  hereunder.  Such books shall show the names and  addresses  of  the
respective  holders  of  the  Rights Certificates,  the  number  of  Rights
evidenced  on its face by each of the Rights Certificates and the  date  of
each of the Rights Certificates.

     Section  6.   Transfer, Split Up, Combination and Exchange  of  Rights
Certificates;  Mutilated,  Destroyed, Lost or Stolen  Rights  Certificates.
(a)  Subject to the provisions of Section 4(b), Section 7(e) and Section 14
hereof,  at any time after the close of business on the Distribution  Date,
and at or prior to the close of business on the Expiration Date, any Rights
Certificate  or  Certificates may be transferred,  split  up,  combined  or
exchanged  for  another Rights Certificate or Certificates,  entitling  the
registered  holder  to purchase a like number of one  one-hundredths  of  a
share  of Preferred Stock (or, following a Triggering Event, Common  Stock,
other  securities, cash or other assets, as the case may be) as the  Rights
Certificate  or  Certificates surrendered then  entitled  such  holder  (or
former  holder  in  the  case of a transfer) to purchase.   Any  registered
holder  desiring  to  transfer, split up, combine or  exchange  any  Rights
Certificate or Certificates shall make such request in writing delivered to
the   Rights   Agent,  and  shall  surrender  the  Rights  Certificate   or
Certificates  to  be transferred, split up, combined or  exchanged  at  the
principal  office  or  offices  of the Rights  Agent  designated  for  such
purpose.   Neither the Rights Agent nor the Company shall be  obligated  to
take  any  action  whatsoever with respect to  the  transfer  of  any  such
surrendered  Rights  Certificate until the  registered  holder  shall  have
completed and signed the certificate contained in the form of assignment on
the  reverse  side of such Rights Certificate and shall have provided  such
additional  evidence  of the identity of the Beneficial  Owner  (or  former
Beneficial Owner) or Affiliates or Associates thereof as the Company  shall
reasonably  request.  Thereupon the Rights Agent shall, subject to  Section
4(b),  Section 7(e) and Section 14 hereof, countersign and deliver  to  the
Person entitled thereto a Rights Certificate or Rights Certificates, as the
case  may  be, as so requested.  The Company may require payment of  a  sum
sufficient  to cover any tax or governmental charge that may be imposed  in
connection with any transfer, split up, combination or exchange  of  Rights
Certificates.

          (b)Upon  receipt by the Company and the Rights Agent of  evidence
reasonably  satisfactory  to  them  of  the  loss,  theft,  destruction  or
mutilation  of  a  Rights  Certificate, and, in  case  of  loss,  theft  or
destruction, of indemnity or security reasonably satisfactory to them,  and
reimbursement  to  the  Company  and the Rights  Agent  of  all  reasonable
expenses  incidental thereto, and upon surrender to the  Rights  Agent  and
cancellation  of  the  Rights Certificate if mutilated,  the  Company  will
execute  and deliver a new Rights Certificate of like tenor to  the  Rights
Agent for countersignature and delivery to the registered owner in lieu  of
the Rights Certificate so lost, stolen, destroyed or mutilated.

     Section  7.   Exercise of Rights; Purchase Price; Expiration  Date  of
Rights.  (a)  Subject to Section 7(e) hereof, the registered holder of  any
Rights  Certificate  may exercise the Rights evidenced thereby  (except  as
otherwise  provided herein including, without limitation, the  restrictions
on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section
23(a)  hereof) in whole or in part at any time after the Distribution  Date
upon  surrender  of the Rights Certificate, with the form  of  election  to
purchase and the certificate on the reverse side thereof duly executed,  to
the  Rights  Agent at the principal office or offices of the  Rights  Agent
designated  for  such  purpose,  together with  payment  of  the  aggregate
Purchase Price with respect to the total number of one one-hundredths of  a
share of Preferred Stock (or other securities, cash or other assets, as the
case  may be) as to which such surrendered Rights are then exercisable,  at
or  prior to the earlier of (i) the close of business on November  1,  2007
(the  "Final  Expiration Date"), or (ii) the time at which the  Rights  are
redeemed  as  provided in Section 23 hereof (the earlier of  (i)  and  (ii)
being herein referred to as the "Expiration Date").

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

          (c)Upon  receipt of a Rights Certificate representing exercisable
Rights,  with  the  form of election to purchase and the  certificate  duly
executed,  accompanied by payment, with respect to each Right so exercised,
of  the Purchase Price per one one-hundredth of a share of Preferred  Stock
(or  other  securities, cash or other assets, as the case  may  be)  to  be
purchased as set forth below and an amount equal to any applicable transfer
tax,  the  Rights  Agent shall, subject to Section 20(k) hereof,  thereupon
promptly  (i)  (A)  requisition from any transfer agent of  the  shares  of
Preferred  Stock  (or make available, if the Rights Agent is  the  transfer
agent  for  such  shares) certificates for the total  number  of  one  one-
hundredths  of a share of Preferred Stock to be purchased and  the  Company
hereby  irrevocably authorizes its transfer agent to comply with  all  such
requests,  or  (B) if the Company shall have elected to deposit  the  total
number  of  shares of Preferred Stock issuable upon exercise of the  Rights
hereunder  with  a depositary agent, requisition from the depositary  agent
depositary  receipts  representing such number of one one-hundredths  of  a
share of Preferred Stock as are to be purchased (in which case certificates
for  the  shares of Preferred Stock represented by such receipts  shall  be
deposited by the transfer agent with the depositary agent) and the  Company
will  direct  the  depositary  agent to  comply  with  such  request,  (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu
of  fractional  shares in accordance with Section 14  hereof,  (iii)  after
receipt of such certificates or depositary receipts, cause the same  to  be
delivered  to, or upon the order of, the registered holder of  such  Rights
Certificate, registered in such name or names as may be designated by  such
holder, and (iv) after receipt thereof, deliver such cash, if any,  to,  or
upon  the order of, the registered holder of such Rights Certificate.   The
payment  of  the Purchase Price (as such amount may be reduced pursuant  to
Section  11(a)(iii) hereof) may be made (x) in cash or  by  certified  bank
check or bank draft payable to the order of the Company, or (y) by delivery
of a certificate or certificates (with appropriate stock powers executed in
blank attached thereto) evidencing a number of shares of Common Stock equal
to  the  then  Purchase Price divided by the closing price  (as  determined
pursuant to Section 11(d) hereof) per share of Common Stock on the  Trading
Day immediately preceding the date of such exercise.  In the event that the
Company is obligated to issue other securities (including Common Stock)  of
the  Company, pay cash and/or distribute other property pursuant to Section
11(a) hereof, the Company will make all arrangements necessary so that such
other securities, cash and/or other property are available for distribution
by  the  Rights Agent, if and when appropriate.  The Company  reserves  the
right  to require prior to the occurrence of a Triggering Event that,  upon
any  exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock would be issued.

          (d)In  case the registered holder of any Rights Certificate shall
exercise  less  than  all  the  Rights  evidenced  thereby,  a  new  Rights
Certificate   evidencing  Rights  equivalent  to   the   Rights   remaining
unexercised shall be issued by the Rights Agent and delivered to,  or  upon
the  order of, the registered holder of such Rights Certificate, registered
in  such name or names as may be designated by such holder, subject to  the
provisions of Section 14 hereof.

          (e) Notwithstanding  anything  in this Agreement to the contrary,
from and  after the occurrence of the Section 11(a)(ii) Event,  any  Rights
beneficially owned by (i) an Acquiring Person or an Associate or  Affiliate
of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
such  Associate or Affiliate) who becomes a transferee after the  Acquiring
Person  becomes such, or (iii) a transferee of an Acquiring Person  (or  of
any  such  Associate  or Affiliate) who becomes a transferee  prior  to  or
concurrently  with  the Acquiring Person becoming such  and  receives  such
Rights pursuant to either (A) a transfer (whether or not for consideration)
from  the Acquiring Person to holders of equity interests in such Acquiring
Person  or  to any Person with whom the Acquiring Person has any continuing
agreement, arrangement or understanding regarding the transferred Rights or
(B)  a  transfer which the Board of Directors of the Company has determined
is  part  of  a plan, arrangement or understanding which has as  a  primary
purpose or effect the avoidance of this Section 7(e), shall become null and
void  without any further action, and no holder of such Rights  shall  have
any  rights  whatsoever  with respect to such  Rights,  whether  under  any
provision of this Agreement or otherwise.  The Company shall use all reason
able efforts to insure that the provisions of this Section 7(e) and Section
4(b) hereof are complied with, but shall have no liability to any holder of
Rights Certificates or other Person as a result of its failure to make  any
determinations  with  respect to an Acquiring  Person  or  its  Affiliates,
Associates or transferees hereunder.

          (f)Notwithstanding anything in this Agreement to the contrary,  n
either the Rights Agent nor the Company shall be obligated to undertake any
action  with  respect  to a registered holder upon the  occurrence  of  any
purported  exercise as set forth in this Section 7 unless  such  registered
holder shall have (i) completed and signed the certificate contained in the
form  of  election to purchase set forth on the reverse side of the  Rights
Certificate   surrendered  for  such  exercise,  and  (ii)  provided   such
additional  evidence  of the identity of the Beneficial  Owner  (or  former
Beneficial Owner) or Affiliates or Associates thereof as the Company  shall
reasonably request.

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

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

          (b)So  long as the shares of Preferred Stock (and, following  the
occurrence  of  a  Triggering Event, Common Stock and/or other  securities)
issuable  and deliverable upon the exercise of the Rights may be listed  on
any national securities exchange, the Company shall use its best efforts to
cause,  from  and  after  such time as the Rights become  exercisable,  all
shares  reserved  for  such issuance to be listed  on  such  exchange  upon
official notice of issuance upon such exercise.

          (c)The Company shall use its best efforts (i) to file, as soon as
practicable following the earliest date after the occurrence of the Section
11(a)(ii)  Event on which the consideration to be delivered by the  Company
upon  exercise of the Rights has been determined in accordance with Section
11(a)(iii)  hereof,  or  as  soon  as is  required  by  law  following  the
Distribution Date, as the case may be, a registration statement  under  the
Securities  Act  of  1933  (the  "Act"), with  respect  to  the  securities
purchasable  upon exercise of the Rights on an appropriate  form,  (ii)  to
cause   such  registration  statement  to  become  effective  as  soon   as
practicable  after  such  filing,  and (iii)  to  cause  such  registration
statement  to remain effective (with a prospectus at all times meeting  the
requirements of the Act) until the earlier of (A) the date as of which  the
Rights  are no longer exercisable for such securities, and (B) the date  of
the  expiration of the Rights.  The Company will also take such  action  as
may  be appropriate under, or to ensure compliance with, the securities  or
"blue sky" laws of the various states in connection with the exercisability
of  the Rights.  The Company may temporarily suspend, for a period of  time
not  to  exceed ninety (90) days after the date set forth in clause (i)  of
the  first sentence of this Section 9(c), the exercisability of the  Rights
in  order to prepare and file such registration statement and permit it  to
become  effective.   Upon any such suspension, the Company  shall  issue  a
public announcement stating that the exercisability of the Rights has  been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect.  Notwithstanding any provision  of  this
Agreement  to  the  contrary, the Rights shall not be  exercisable  in  any
jurisdiction if the requisite qualification in such jurisdiction shall  not
have  been  obtained,  the exercise thereof shall not  be  permitted  under
applicable  law  or a registration statement shall not have  been  declared
effective.

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

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

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

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

          (a)(i)  In the event the Company shall at any time after the
     date  of  this Agreement (A) declare a dividend on the  Preferred
     Stock  payable  in shares of Preferred Stock, (B)  subdivide  the
     outstanding   Preferred  Stock,  (C)  combine   the   outstanding
     Preferred Stock into a smaller number of shares, or (D) issue any
     shares  of  its  capital  stock  in  a  reclassification  of  the
     Preferred   Stock   (including  any  such   reclassification   in
     connection with a consolidation or merger in which the Company is
     the  continuing  or surviving corporation), except  as  otherwise
     provided  in  this  Section 11(a) and Section  7(e)  hereof,  the
     Purchase Price in effect at the time of the record date for  such
     dividend   or   of  the  effective  date  of  such   subdivision,
     combination  or  reclassification, and the  number  and  kind  of
     shares  of Preferred Stock or capital stock, as the case may  be,
     issuable on such date, shall be proportionately adjusted so  that
     the  holder  of  any  Right exercised after such  time  shall  be
     entitled to receive, upon payment of the Purchase Price  then  in
     effect,  the  aggregate number and kind of  shares  of  Preferred
     Stock  or capital stock, as the case may be, which, if such Right
     had  been exercised immediately prior to such date and at a  time
     when the Preferred Stock transfer books of the Company were open,
     he  would  have  owned upon such exercise and  been  entitled  to
     receive  by virtue of such dividend, subdivision, combination  or
     reclassification.   If  an event occurs which  would  require  an
     adjustment under both this Section 11(a)(i) and Section 11(a)(ii)
     hereof,  the  adjustment provided for in  this  Section  11(a)(i)
     shall  be  in  addition  to, and shall  be  made  prior  to,  any
     adjustment required pursuant to Section 11(a)(ii) hereof.

             (ii)In  the event any Person becomes an Acquiring Person,
     unless  the  event causing the 15% threshold to be crossed  is  a
     transaction  set  forth  in  Section  13(a)  hereof,  or  is   an
     acquisition of shares of Common Stock pursuant to a  tender offer
     or  an  exchange offer for all outstanding shares of Common Stock
     at  a price and on terms determined by at least a majority of the
     Continuing  Directors to be in the best interests of the  Company
     and its stockholders (a "Qualifying Offer"),

then,  promptly  following the occurrence of such event,  proper  provision
shall be made so that each holder of a Right (except as provided below  and
in  Section  7(e) hereof) shall thereafter have the right to receive,  upon
exercise thereof at the then current Purchase Price in accordance with  the
terms  of  this Agreement, in lieu of a number of one one-hundredths  of  a
share  of  Preferred Stock, such number of shares of Common  Stock  of  the
Company  as  shall  equal the result obtained by (x) multiplying  the  then
current Purchase Price by the then number of one one-hundredths of a  share
of  Preferred Stock for which a Right was exercisable immediately prior  to
the  occurrence  of  the  Section 11(a)(ii) Event, and  (y)  dividing  that
product (which, following such occurrence, shall thereafter be referred  to
as  the "Purchase Price" for each Right and for all purposes of this Agree-
ment)  by  50% of the current market price (determined pursuant to  Section
11(d)  hereof)  per  share of Common Stock on the date of  such  occurrence
(such number of shares, the "Adjustment Shares").

               (iii)  In the event that the number of shares of Common
     Stock  which  are authorized by the Certificate of  Incorporation
     but  not outstanding or reserved for issuance for purposes  other
     than upon exercise of the Rights are not sufficient to permit the
     exercise  in full of the Rights in accordance with the  foregoing
     subparagraph (ii) of this Section 11(a), the Company shall:   (A)
     determine  the  excess of (1) the value of the Adjustment  Shares
     issuable upon the exercise of a Right (the "Current Value")  over
     (2)  the Purchase Price (such excess, the "Spread"), and (B) with
     respect to each Right  (subject  to  Section  7(e)  hereof), make
     adequate provision to substitute for the Adjustment Shares,  upon
     exercise  of  the  Right and payment of the  applicable  Purchase
     Price,  (1)  cash,  (2) a reduction in the  Purchase  Price,  (3)
     Common   Stock  or  other  equity  securities  of   the   Company
     (including,  without limitation, shares, or units of  shares,  of
     preferred  stock which the Board of Directors of the Company  has
     deemed  to  have the same value as shares of Common  Stock  (such
     shares of preferred stock, "common stock equivalents")), (4) debt
     securities  of the Company, (5) other assets, or (6) any  combin-
     ation of  the foregoing, having an aggregate value equal  to  the
     Current Value, where such aggregate value has been determined  by
     the Board of Directors of the Company based upon the advice of  a
     nationally  recognized investment banking firm  selected  by  the
     Board  of  Directors of the Company; provided,  however,  if  the
     Company  shall not have made adequate provision to deliver  value
     pursuant  to  clause (B) above within thirty (30) days  following
     the  later  of (x) the occurrence of the Section 11(a)(ii)  Event
     and  (y)  the  date  on which the Company's right  of  redemption
     pursuant to Section 23(a) expires (the later of (x) and (y) being
     referred to herein as the "Section 11(a)(ii) Trigger Date"), then
     the Company shall be obligated to deliver, upon the surrender for
     exercise of a Right and without requiring payment of the Purchase
     Price, shares of Common Stock (to the extent available) and then,
     if  necessary, cash, which shares and/or cash have  an  aggregate
     value  equal  to  the Spread.  If the Board of Directors  of  the
     Company  shall  determine in good faith that it  is  likely  that
     sufficient  additional shares of Common Stock could be authorized
     for issuance upon exercise in full of the Rights, the thirty (30)
     day  period  set  forth  above may  be  extended  to  the  extent
     necessary,  but not more than ninety (90) days after the  Section
     11(a)(ii) Trigger Date, in order that the Company may seek  stock
     holder  approval for the authorization of such additional  shares
     (such  period, as it may be extended, the "Substitution Period").
     To  the extent that the Company determines that some action  need
     be  taken pursuant to the first and/or second sentences  of  this
     Section  11(a)(iii),  the Company (x) shall provide,  subject  to
     Section  7(e)  hereof, that such action shall apply uniformly  to
     all outstanding Rights, and (y) may suspend the exercisability of
     the  Rights  until the expiration of the Substitution  Period  in
     order  to  seek any authorization of additional shares and/or  to
     decide  the appropriate form of distribution to be made  pursuant
     to  such  first sentence and to determine the value thereof.   In
     the  event  of  any such suspension, the Company  shall  issue  a
     public announcement stating that the exercisability of the Rights
     has  been temporarily suspended, as well as a public announcement
     at  such  time  as the suspension is no longer  in  effect.   For
     purposes of this Section 11(a)(iii), the value of each Adjustment
     Share  shall be the current market price (as determined  pursuant
     to  Section  11(d) hereof) per share of the Common Stock  on  the
     Section  11(a)(ii)  Trigger Date and the per share  or  per  unit
     value  of  any  "common stock equivalent" shall be deemed  to  be
     equal  to  the  current market price (as determined  pursuant  to
     Section 11(d) hereof) of the Common Stock on such date.

          (b)In  case the Company shall fix a record date for the  issuance
of  rights, options or warrants to all holders of Preferred Stock entitling
them to subscribe for or purchase (for a period expiring within  forty-five
(45)  calendar  days  after such record date) Preferred  Stock  (or  shares
having  the  same  rights,  privileges and preferences  as  the  shares  of
Preferred  Stock ("equivalent preferred stock")) or securities  convertible
into Preferred Stock or equivalent preferred stock at a price per share  of
Preferred  Stock or per share of equivalent preferred stock  (or  having  a
conversion price per share, if a security convertible into Preferred  Stock
or  equivalent  preferred  stock) less than the current  market  price  (as
determined  pursuant to Section 11(d) hereof) per share of Preferred  Stock
on  such record date, the Purchase Price to be in effect after such  record
date  shall  be  determined  by multiplying the Purchase  Price  in  effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of shares of Preferred Stock outstanding on such record
date,  plus  the  number of shares of Preferred Stock which  the  aggregate
offering  price  of  the total number of shares of Preferred  Stock  and/or
equivalent  preferred stock so to be offered (and/or the aggregate  initial
conversion  price  of the convertible securities so to  be  offered)  would
purchase  at such current market price, and the denominator of which  shall
be the number of shares of Preferred Stock outstanding on such record date,
plus  the  number of additional shares of Preferred Stock and/or equivalent
preferred  stock to be offered for subscription or purchase (or into  which
the convertible securities so to be offered are initially convertible).  In
case  such subscription price may be paid by delivery of consideration part
or  all  of  which  may be in a form other than cash,  the  value  of  such
consideration  shall  be  as  determined in good  faith  by  the  Board  of
Directors  of  the  Company, whose determination shall be  described  in  a
statement  filed with the Rights Agent and shall be binding on  the  Rights
Agent and the holders of the Rights.  Shares of Preferred Stock owned by or
held for the account of the Company shall not be deemed outstanding for the
purpose   of  any  such  computation.   Such  adjustment  shall   be   made
successively  whenever such a record date is fixed, and in the  event  that
such  rights  or  warrants are not so issued, the Purchase Price  shall  be
adjusted  to  be the Purchase Price which would then be in effect  if  such
record date had not been fixed.

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

          (d)(i)  For the purpose of any computation hereunder,  other
     than computations made pursuant to Section 11(a)(iii) hereof, the
     "current  market  price" per share of Common Stock  on  any  date
     shall be deemed to be the average of the daily closing prices per
     share  of  such  Common  Stock for the  thirty  (30)  consecutive
     Trading  Days  (as such term is hereinafter defined)  immediately
     prior  to  such  date,  and  for purposes  of  computations  made
     pursuant to Section 11(a)(iii) hereof, the "current market price"
     per  share of Common Stock on any date shall be deemed to be  the
     average  of  the  daily closing prices per share of  such  Common
     Stock  for  the  ten  (10) consecutive Trading  Days  immediately
     following  such date; provided, however, that in the  event  that
     the  current  market  price per share  of  the  Common  Stock  is
     determined  during  a  period following the announcement  by  the
     issuer of such Common Stock of (A) a dividend or distribution  on
     such  Common Stock payable in shares of such Common Stock or secu
     rities  convertible into shares of such Common Stock (other  than
     the   Rights),   or   (B)   any   subdivision,   combination   or
     reclassification  of such Common Stock, and the ex-dividend  date
     for  such  dividend or distribution, or the record date for  such
     subdivision,  combination  or  reclassification  shall  not  have
     occurred  prior to the commencement of the requisite thirty  (30)
     Trading  Day or ten (10) Trading Day period, as set forth  above,
     then, and in each such case, the "current market price" shall  be
     properly adjusted to take into account ex-dividend trading.   The
     closing  price for each day shall be the last sale price, regular
     way,  or, in case no such sale takes place on such day, the  aver
     age  of  the closing bid and asked prices, regular way, in either
     case  as  reported in the principal consolidated  transaction  re
     porting  system with respect to securities listed or admitted  to
     trading  on  the  New York Stock Exchange or, if  the  shares  of
     Common  Stock are not listed or admitted to trading  on  the  New
     York  Stock  Exchange, as reported in the principal  consolidated
     transaction reporting system with respect to securities listed on
     the principal national securities exchange on which the shares of
     Common  Stock are listed or admitted to trading or, if the shares
     of  Common  Stock are not listed or admitted to  trading  on  any
     national securities exchange, the last quoted price or, if not so
     quoted, the average of the high bid and low asked prices  in  the
     over-the-counter market, as reported by the National  Association
     of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
     or  such  other system then in use, or, if on any such  date  the
     shares  of  Common Stock are not quoted by any such organization,
     the average of the closing bid and asked prices as furnished by a
     professional market maker making a market in the Common Stock  se
     lected by the Board of Directors of the Company.  If on any  such
     date no market maker is making a market in the Common Stock,  the
     fair  value  of  such shares on such date as determined  in  good
     faith  by  the Board of Directors of the Company shall  be  used.
     The  term  "Trading Day" shall mean a day on which the  principal
     national securities exchange on which the shares of Common  Stock
     are listed or admitted to trading is open for the transaction  of
     business  or,  if the shares of Common Stock are  not  listed  or
     admitted  to  trading  on  any national  securities  exchange,  a
     Business Day.  If the Common Stock is not publicly held or not so
     listed or traded, "current market price" per share shall mean the
     fair value per share as determined in good faith by the Board  of
     Directors  of the Company, whose determination shall be described
     in  a  statement filed with the Rights Agent and shall be  conclu
     sive for all purposes.

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

          (e)Anything herein to the contrary notwithstanding, no adjustment
in  the  Purchase  Price  shall be required unless  such  adjustment  would
require  an  increase  or  decrease of at least one  percent  (1%)  in  the
Purchase Price; provided, however, that any adjustments which by reason  of
this Section 11(e) are not required to be made shall be carried forward and
taken  into  account in any subsequent adjustment.  All calculations  under
this  Section  11 shall be made to the nearest cent or to the nearest  ten-
thousandth of a share of Common Stock or other share or one-millionth of  a
share  of  Preferred Stock, as the case may be.  Notwithstanding the  first
sentence of this Section 11(e), any adjustment required by this Section  11
shall  be  made no later than the earlier of (i) three (3) years  from  the
date  of  the  transaction  which mandates such  adjustment,  or  (ii)  the
Expiration Date.

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

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

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

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

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

          (k)Before taking any action that would cause an adjustment redu-
cing the Purchase Price below the then stated value, if any, of the  number
of  one one-hundredths of a share of Preferred Stock issuable upon exercise
of  the  Rights, the Company shall take any corporate action which may,  in
the  opinion  of  its counsel, be necessary in order that the  Company  may
validly and legally issue fully paid and nonassessable such number  of  one
one-hundredths  of  a  share of Preferred Stock at such  adjusted  Purchase
Price.

          (l)In any case in which this Section 11 shall require that an ad-
justment in the Purchase Price be made effective as of a record date for  a
specified  event,  the Company may elect to defer until the  occurrence  of
such  event  the issuance to the holder of any Right exercised  after  such
record date the number of one one-hundredths of a share of Preferred  Stock
and other capital stock or securities of the Company, if any, issuable upon
such exercise over and above the number of one one-hundredths of a share of
Preferred  Stock and other capital stock or securities of the  Company,  if
any,  issuable  upon such exercise on the basis of the  Purchase  Price  in
effect prior to such adjustment; provided, however, that the Company  shall
deliver  to  such  holder  a  due  bill  or  other  appropriate  instrument
evidencing such holder's right to receive such additional shares  (fraction
al  or  otherwise) or securities upon the occurrence of the event requiring
such adjustment.

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

          (n) The  Company  covenants  and agrees that it shall not, at any
time after the  Distribution Date, (i) consolidate with  any  other  Person
(other  than  a  Subsidiary of the Company in a transaction which  complies
with Section 11(o) hereof), (ii) merge with or into any other Person (other
than  a  Subsidiary  of the Company in a transaction  which  complies  with
Section  11(o) hereof), or (iii) sell or transfer (or permit any Subsidiary
to  sell  or  transfer),  in  one  transaction,  or  a  series  of  related
transactions,  assets or earning power aggregating more  than  50%  of  the
assets  or  earning power of the Company and its Subsidiaries (taken  as  a
whole) to any other Person or Persons (other than the Company and/or any of
its  Subsidiaries in one or more transactions each of which  complies  with
Section  11(o)  hereof),  if (x) at the time of or immediately  after  such
consolidation,  merger  or  sale there are any rights,  warrants  or  other
instruments  or securities outstanding or agreements in effect which  would
substantially diminish or otherwise eliminate the benefits intended  to  be
afforded  by the Rights or (y) prior to, simultaneously with or immediately
after  such  consolidation, merger or sale, the stockholders of the  Person
who constitutes, or would constitute, the "Principal Party" for purposes of
Section  13(a)  hereof  shall  have  received  a  distribution  of   Rights
previously owned by such Person or any of its Affiliates and Associates.

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

          (p)Anything in this Agreement to the contrary notwithstanding, in
the  event that the Company shall at any time after the Effective Time  and
prior  to  the Distribution Date (i) declare a dividend on the  outstanding
shares  of  Common Stock payable in shares of Common Stock, (ii)  subdivide
the  outstanding  shares of Common Stock, or (iii) combine the  outstanding
shares  of  Common  Stock into a smaller number of shares,  the  number  of
Rights  associated  with each share of Common Stock  then  outstanding,  or
issued or delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter associated
with  each  share of Common Stock following any such event shall equal  the
result  obtained by multiplying the number of Rights associated  with  each
share  of  Common Stock immediately prior to such event by a  fraction  the
numerator  of  which shall be the total number of shares  of  Common  Stock
outstanding  immediately  prior to the occurrence  of  the  event  and  the
denominator  of which shall be the total number of shares of  Common  Stock
outstanding immediately following the occurrence of such event.

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

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

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

          (b)"Principal Party" shall mean

               (i)  in the case of any transaction described in clause
     (x)  or  (y)  of the first sentence of Section 13(a), the  Person
     that  is the issuer of any securities into which shares of Common
     Stock   of   the  Company  are  converted  in  such   merger   or
     consolidation,  and  if no securities are so issued,  the  Person
     that is the other party to such merger or consolidation; and

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

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

          (c)The Company  shall  not  consummate  any  such  consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number  of authorized shares of its Common Stock which have not been issued
or  reserved for issuance to permit the exercise in full of the  Rights  in
accordance  with this Section 13 and unless prior thereto the  Company  and
such  Principal Party shall have executed and delivered to the Rights Agent
a  supplemental agreement providing for the terms set forth  in  paragraphs
(a)  and  (b)  of this Section 13 and further providing that,  as  soon  as
practicable after the date of any consolidation, merger or sale  of  assets
mentioned in paragraph (a) of this Section 13, the Principal Party will

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

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

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

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

     Section 14   Fractional Rights and Fractional Shares.

          (a)The Company shall  not  be  required  to  issue  fractions  of
Rights, except prior to the Distribution Date as provided in Section  11(p)
hereof,  or  to  distribute Rights Certificates which  evidence  fractional
Rights.   In  lieu of such fractional Rights, there shall be  paid  to  the
registered  holders of the Rights Certificates with regard  to  which  such
fractional Rights would otherwise be issuable, an amount in cash  equal  to
the  same  fraction  of the current market value of  a  whole  Right.   For
purposes  of this Section 14(a), the current market value of a whole  Right
shall  be  the closing price of the Rights for the Trading Day  immediately
prior to the date on which such fractional Rights would have been otherwise
issuable.   The closing price of the Rights for any day shall be  the  last
sale  price, regular way, or, in case no such sale takes place on such day,
the  average  of the closing bid and asked prices, regular way,  in  either
case as reported in the principal consolidated transaction reporting system
with  respect to securities listed or admitted to trading on the  New  York
Stock  Exchange or, if the Rights are not listed or admitted to trading  on
the  New  York  Stock  Exchange, as reported in the principal  consolidated
transaction  reporting  system with respect to  securities  listed  on  the
principal  national securities exchange on which the Rights are  listed  or
admitted to trading, or if the Rights are not listed or admitted to trading
on  any  national securities exchange, the last quoted price or, if not  so
quoted,  the average of the high bid and low asked prices in the  over-the-
counter market, as reported by NASDAQ or such other system then in use  or,
if on any such date the Rights are not quoted by any such organization, the
average  of the closing bid and asked prices as furnished by a professional
market  maker  making  a  market in the Rights selected  by  the  Board  of
Directors  of  the Company.  If on any such date no such  market  maker  is
making a market in the Rights the fair value of the Rights on such date  as
determined in good faith by the Board of Directors of the Company shall  be
used.

          (b)The Company shall not be required to issue fractions of shares
of  Preferred  Stock (other than fractions which are integral multiples  of
one  one-hundredth of a share of Preferred Stock), which may, at the option
of  the  Company, be evidenced by depositary receipts upon exercise of  the
Rights  or  to distribute certificates which evidence fractional shares  of
Preferred Stock (other than fractions which are integral multiples  of  one
one-hundredth of a share of Preferred Stock).  In lieu of fractional shares
of  Preferred Stock that are not integral multiples of one one-hundredth of
a  share  of Preferred Stock, the Company may pay to the registered holders
of  Rights  Certificates at the time such Rights are  exercised  as  herein
provided an amount in cash equal to the same fraction of the current market
value of one one-hundredth of a share of Preferred Stock.  For purposes  of
this  Section  14(b), the current market value of one  one-hundredth  of  a
share of Preferred Stock shall be one one-hundredth of the closing price of
a  share  of  Preferred Stock (as determined pursuant to Section  11(d)(ii)
hereof) for the Trading Day immediately prior to the date of such exercise.

          (c)Following the occurrence of a Triggering  Event,  the  Company
shall not  be  required to issue fractions of shares of Common  Stock  upon
exercise  of  the  Rights  or  to distribute  certificates  which  evidence
fractional shares of Common Stock.  In lieu of fractional shares of  Common
Stock, the Company may pay to the registered holders of Rights Certificates
at  the time such Rights are exercised as herein provided an amount in cash
equal to the same fraction of the current market value of one (1) share  of
Common Stock.  For purposes of this Section 14(c), the current market value
of  one  (1)  share of Common Stock shall be the closing price of  one  (1)
share  of Common Stock (as determined pursuant to Section 11(d)(i)  hereof)
for the Trading Day immediately prior to the date of such exercise.

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

     Section  15    Rights of Action.  All rights of action in  respect  of
this  Agreement  are  vested in the respective registered  holders  of  the
Rights  Certificates (and, prior to the Distribution Date,  the  registered
holders  of  the  Common Stock); and any registered holder  of  any  Rights
Certificate  (or,  prior to the Distribution Date, of  the  Common  Stock),
without  the  consent  of the Rights Agent or of the holder  of  any  other
Rights  Certificate  (or, prior to the Distribution  Date,  of  the  Common
Stock),  may, in his own behalf and for his own benefit, enforce,  and  may
institute  and maintain any suit, action or proceeding against the  Company
to  enforce,  or  otherwise act in respect of, his right  to  exercise  the
Rights evidenced by such Rights Certificate in the manner provided in  such
Rights  Certificate and in this Agreement.  Without limiting the  foregoing
or  any  remedies  available to the holders of Rights, it  is  specifically
acknowledged  that the holders of Rights would not have an adequate  remedy
at  law  for any breach of this Agreement and shall be entitled to specific
performance  of  the  obligations hereunder and injunctive  relief  against
actual  or threatened violations of the obligations hereunder of any Person
subject to this Agreement.

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

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

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

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

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

     Section  17   Rights Certificate Holder Not Deemed a Stockholder.   No
holder,  as  such,  of any Rights Certificate shall be  entitled  to  vote,
receive dividends or be deemed for any purpose the holder of the number  of
one one-hundredths of a share of Preferred Stock or any other securities of
the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in  any  Rights
Certificate  be  construed  to  confer  upon  the  holder  of  any   Rights
Certificate, as such, any of the rights of a stockholder of the Company  or
any  right  to  vote  for  the election of directors  or  upon  any  matter
submitted  to stockholders at any meeting thereof, or to give  or  withhold
consent to any corporate action, or to receive notice of meetings or  other
actions  affecting stockholders (except as provided in Section 24  hereof),
or  to  receive dividends or subscription rights, or otherwise,  until  the
Right  or  Rights  evidenced  by such Rights Certificate  shall  have  been
exercised in accordance with the provisions hereof.

     Section 18   Concerning the Rights Agent.

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

          (b)The Rights Agent shall be protected and shall incur no liabil-
ity  for  or in respect of any action taken, suffered or omitted by  it  in
connection with its administration of this Agreement in reliance  upon  any
Rights  Certificate or certificate for Common Stock or for other securities
of  the  Company, instrument of assignment or transfer, power of  attorney,
endorsement,  affidavit, letter, notice, direction,  consent,  certificate,
statement, or other paper or document believed by it to be genuine  and  to
be  signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.

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

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

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

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

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

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

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

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

          (e)The Rights Agent shall not be under any responsibility in res-
pect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of  the
validity  or  execution  of  any  Rights Certificate  (except  its  counter
signature  thereof);  nor shall it be responsible for  any  breach  by  the
Company of any covenant or condition contained in this Agreement or in  any
Rights Certificate; nor shall it be responsible for any adjustment required
under the provisions of Section 11 or Section 13 hereof or responsible  for
the manner, method or amount of any such adjustment or the ascertaining  of
the  existence of facts that would require any such adjustment (except with
respect  to  the exercise of Rights evidenced by Rights Certificates  after
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 shares of Common Stock or Preferred Stock to  be  issued
pursuant  to this Agreement or any Rights Certificate or as to whether  any
shares  of Common Stock or Preferred Stock will, when so issued, be validly
authorized and issued, fully paid and nonassessable.

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

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

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

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

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

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

     Section  21    Change  of  Rights Agent.   The  Rights  Agent  or  any
successor  Rights Agent may resign and be discharged from its duties  under
this  Agreement  upon  thirty (30) days' notice in writing  mailed  to  the
Company,  and  to  each transfer agent of the Common  Stock  and  Preferred
Stock,  by  registered or certified mail, and to the holders of the  Rights
Certificates by first-class mail.  The Company may remove the Rights  Agent
or  any  successor Rights Agent upon thirty (30) days' notice  in  writing,
mailed  to the Rights Agent or successor Rights Agent, as the case may  be,
and  to  each  transfer agent of the Common Stock and Preferred  Stock,  by
registered or certified mail, and to the holders of the Rights Certificates
by  first-class mail.  If the Rights Agent shall resign or  be  removed  or
shall  otherwise  become incapable of acting, the Company shall  appoint  a
successor  to  the Rights Agent.  If the Company shall fail  to  make  such
appointment within a period of thirty (30) days after giving notice of such
removal  or  after it has been notified in writing of such  resignation  or
incapacity by the resigning or incapacitated Rights Agent or by the  holder
of  a  Rights Certificate (who shall, with such notice, submit  his  Rights
Certificate for inspection by the Company), then any registered  holder  of
any Rights Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed  by  the  Company or by such a court, shall be a corporation  or-
ganized and doing business under the laws of the United States  or  of  the
State  of New York (or of any other state of the United States so  long  as
such  corporation is authorized to do business as a banking institution  in
the  State of New York), in good standing, having a principal office in the
State  of  New  York,  which  is authorized under  such  laws  to  exercise
corporate  trust or stock transfer powers and is subject to supervision  or
examination  by federal or state authority and which either has  or  is  an
affiliate  of  a  corporation which has at the time of its  appointment  as
Rights  Agent  a  combined capital and surplus of  at  least  $100,000,000.
After appointment, the successor Rights Agent shall be vested with the same
powers,  rights,  duties and responsibilities as if it had been  originally
named  as  Rights  Agent without further act or deed; but  the  predecessor
Rights  Agent shall deliver and transfer to the successor Rights Agent  any
property  at  the  time held by it hereunder, and execute and  deliver  any
further assurance, conveyance, act or deed necessary for the purpose.   Not
later  than  the effective date of any such appointment, the Company  shall
file  notice thereof in writing with the predecessor Rights Agent and  each
transfer  agent  of the Common Stock and the Preferred Stock,  and  mail  a
notice  thereof  in  writing  to  the  registered  holders  of  the  Rights
Certificates.  Failure to give any notice provided for in this Section  21,
however,  or any defect therein, shall not affect the legality or  validity
of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     Section 22   Issuance of New Rights Certificates.  Notwithstanding any
of  the provisions of this Agreement or of the Rights to the contrary,  the
Company may, at its option, issue new Rights Certificates evidencing Rights
in  such  form as may be approved by its Board of Directors to reflect  any
adjustment or change in the Purchase Price and the number or kind or  class
of  shares  or  other securities or property purchasable under  the  Rights
Certificates made in accordance with the provisions of this Agreement.   In
addition, in connection with the issuance or sale of shares of Common Stock
following  the Distribution Date and prior to the redemption or  expiration
of  the  Rights,  the Company (a) shall, with respect to shares  of  Common
Stock  so issued or sold pursuant to the exercise of stock options or under
any employee plan or arrangement, granted or awarded as of the Distribution
Date,  or  upon  the exercise, conversion or exchange of securities  herein
after  issued  by  the Company, and (b) may, in any other case,  if  deemed
necessary  or  appropriate by the Board of Directors of the Company,  issue
Rights  Certificates  representing the  appropriate  number  of  Rights  in
connection with such issuance or sale; provided, however, that (i) no  such
Rights  Certificate shall be issued if, and to the extent that, the Company
shall  be  advised by counsel that such issuance would create a significant
risk  of material adverse tax consequences to the Company or the Person  to
whom  such  Rights  Certificate would be issued, and (ii)  no  such  Rights
Certificate shall be issued if, and to the extent that, appropriate  adjust
ment shall otherwise have been made in lieu of the issuance thereof.

    Section 23   Redemption and Termination.

          (a)The  Board of Directors of the Company may, at its option,  at
any  time  prior to the earlier of (i) the close of business on  the  tenth
Business Day following the Stock Acquisition Date or (ii) the Final  Expira
tion Date, redeem all but not less than all the then outstanding Rights  at
a  redemption  price of $.01 per Right, as such amount may be appropriately
adjusted  to reflect any stock split, stock dividend or similar transaction
occurring  after  the date hereof (such redemption price being  hereinafter
referred to as the "Redemption Price").  Notwithstanding anything contained
in  this  Agreement  to the contrary, the Rights shall not  be  exercisable
after the occurrence of the Section 11(a)(ii) Event until such time as  the
Company's right of redemption hereunder has expired.  The Company  may,  at
its option, pay the Redemption Price in cash, shares of Common Stock (based
on  the  "current market price," as defined in Section 11(d)(i) hereof,  of
the  Common  Stock  at  the  time  of redemption)  or  any  other  form  of
consideration deemed appropriate by the Board of Directors.

          (b)Immediately upon the action of the Board of Directors  of  the
Company ordering the redemption of the Rights, evidence of which shall have
been filed with the Rights Agent and without any further action and without
any  notice, the right to exercise the Rights will terminate and  the  only
right  thereafter  of  the  holders of  Rights  shall  be  to  receive  the
Redemption Price for each Right so held.  Promptly after the action of  the
Board of Directors ordering the redemption of the Rights, the Company shall
give  notice of such redemption to the Rights Agent and the holders of  the
then  outstanding Rights by mailing such notice to all such holders at each
holder's  last address as it appears upon the registry books of the  Rights
Agent  or,  prior to the Distribution Date, on the registry  books  of  the
transfer  agent for the Common Stock.  Any notice which is  mailed  in  the
manner  herein  provided shall be deemed given, whether or not  the  holder
receives the notice.  Each such notice of redemption will state the  method
by which the payment of the Redemption Price will be made.

     Section 24   Notice of Certain Events.

         (a)In  case the Company shall propose, at any time after the Dist-
ribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders
of  Preferred  Stock (other than a regular quarterly cash dividend  out  of
earnings  or  retained earnings of the Company), or (ii) to  offer  to  the
holders  of  Preferred  Stock rights or warrants to  subscribe  for  or  to
purchase any additional shares of Preferred Stock or shares of stock of any
class  or  any other securities, rights or options, or (iii) to effect  any
reclassification  of  its  Preferred Stock (other than  a  reclassification
involving  only the subdivision of outstanding shares of Preferred  Stock),
or (iv) to effect any consolidation or merger into or with any other Person
(other  than  a  Subsidiary of the Company in a transaction which  complies
with Section 11(o) hereof), or to effect any sale or other transfer (or  to
permit  one  or  more  of  its Subsidiaries to effect  any  sale  or  other
transfer), in one transaction or a series of related transactions, of  more
than 50% of the assets or earning power of the Company and its Subsidiaries
(taken  as a whole) to any other Person or Persons (other than the  Company
and/or  any of its Subsidiaries in one or more transactions each  of  which
complies  with  Section  11(o) hereof), or (v) to effect  the  liquidation,
dissolution  or  winding up of the Company, then, in each  such  case,  the
Company  shall give to each holder of a Rights Certificate, to  the  extent
feasible  and  in  accordance with Section 25  hereof,  a  notice  of  such
proposed  action, which shall specify the record date for the  purposes  of
such  stock  dividend, distribution of rights or warrants, or the  date  on
which   such  reclassification,  consolidation,  merger,  sale,   transfer,
liquidation, dissolution, or winding up is to take place and  the  date  of
participation therein by the holders of the shares of Preferred  Stock,  if
any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the record date for determining holders of the shares of Preferred
Stock  for  purposes  of such action, and in the case  of  any  such  other
action,  at least twenty (20) days prior to the date of the taking of  such
proposed action or the date of participation therein by the holders of  the
shares of Preferred Stock whichever shall be the earlier.

         (b)In  case the Section 11(a)(ii) Event shall occur, (i) the Comp-
any shall as soon as practicable thereafter give to each holder of a Rights
Certificate,  to  the  extent feasible and in accordance  with  Section  25
hereof,  a notice of the occurrence of such event, which shall specify  the
event  and the consequences of the event to holders of Rights under Section
11(a)(ii)  hereof,  and (ii) all references in the preceding  paragraph  to
Preferred Stock shall be deemed thereafter to refer to Common Stock and/or,
if appropriate, other securities.

     Section 25   Notices.  Notices or demands authorized by this Agreement
to  be  given  or made by the Rights Agent or by the holder of  any  Rights
Certificate  to or on the Company shall be sufficiently given  or  made  if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:

          R&B Falcon Corporation
          1900 West Loop South, Suite 1800
          Houston, Texas  77027
          Attention:  Corporate Secretary

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

          American Stock Transfer & Trust Company
          40 Wall Street
          New York, NY 10005
          Attention:  Corporate Trust Department

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

     Section  26    Supplements and Amendments.  Prior to the  Distribution
Date  and  subject  to  the penultimate sentence of this  Section  26,  the
Company  and the Rights Agent shall, if the Company so directs,  supplement
or  amend  any  provision of this Agreement without  the  approval  of  any
holders  of  certificates representing shares of Common  Stock.   From  and
after the Distribution Date and subject to the penultimate sentence of this
Section  26,  the  Company and the Rights Agent shall, if  the  Company  so
directs,  supplement or amend this Agreement without the  approval  of  any
holders of Rights Certificates in order (i) to cure any ambiguity, (ii)  to
correct or supplement any provision contained herein which may be defective
or  inconsistent  with any other provisions herein,  (iii)  to  shorten  or
lengthen  any  time period hereunder, or (iv) to change or  supplement  the
provisions hereunder in any manner which the Company may deem necessary  or
desirable and which shall not adversely affect the interests of the holders
of  Rights Certificates (other than an Acquiring Person or an Affiliate  or
Associate  of  an Acquiring Person); provided, this Agreement  may  not  be
supplemented  or  amended to lengthen, pursuant to  clause  (iii)  of  this
sentence, (A) a time period relating to when the Rights may be redeemed  at
such  time  as  the Rights are not then redeemable, or (B) any  other  time
period  unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights.
Upon  the  delivery  of a certificate from an appropriate  officer  of  the
Company  which  states  that the proposed supplement  or  amendment  is  in
compliance  with  the  terms of this Section 26,  the  Rights  Agent  shall
execute  such supplement or amendment.  Notwithstanding anything  contained
in this Agreement to the contrary, no supplement or amendment shall be made
which changes the Redemption Price, the Final Expiration Date, the Purchase
Price or the number of one one-hundredths of a share of Preferred Stock for
which a Right is exercisable; provided, however, that at any time prior  to
(i)  the  Stock Acquisition Date or (ii) the date that a tender or exchange
offer by any Person (other than the Company, any Subsidiary of the Company,
any  employee benefit plan of the Company or any Subsidiary of the Company,
or  any Person or entity organized, appointed or established by the Company
for  or pursuant to the terms of any such plan) is first published or  sent
or  given  within  the meaning of Rule 14d-2(a) of the  General  Rules  and
Regulations  under  the  Exchange Act, if upon consummation  thereof,  such
Person would be the Beneficial Owner of 15% or more of the shares of Common
Stock  then  outstanding and if at the time of any amendment or  supplement
such tender or exchange offer has not expired or been terminated, the Board
of  Directors  of  the  Company may amend this Agreement  to  increase  the
Purchase  Price or extend the Final Expiration Date.  Prior to the  Distri-
bution Date, the interests of the holders of Rights shall be deemed coinci-
dent with the interests of the holders of Common Stock.

     Section  27.   Successors.  All the covenants and provisions  of  this
Agreement  by or for the benefit of the Company or the Rights  Agent  shall
bind  and  inure to the benefit of their respective successors and  assigns
hereunder.

     Section  28.   Determinations and Actions by the Board  of  Directors,
etc.  For all purposes of this Agreement, any calculation of the number  of
shares  of  Common Stock outstanding at any particular time, including  for
purposes  of  determining  the particular percentage  of  such  outstanding
shares  of Common Stock of which any Person is the Beneficial Owner,  shall
be  made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
General  Rules  and  Regulations under the  Exchange  Act.   The  Board  of
Directors of the Company (with, where specifically provided for herein, the
concurrence of the Continuing Directors) shall have the exclusive power and
authority  to  administer  this Agreement and to exercise  all  rights  and
powers specifically granted to the Board (with, where specifically provided
for herein, the concurrence of the Continuing Directors) or to the Company,
or  as  may  be  necessary  or  advisable in  the  administration  of  this
Agreement,  including,  without limitation, the  right  and  power  to  (i)
interpret  the  provisions of this Agreement, and (ii) make  all  determina
tions  deemed  necessary  or  advisable  for  the  administration  of  this
Agreement (including a determination to redeem or not redeem the Rights  or
to  amend  the Agreement).  All such actions, calculations, interpretations
and  determinations  (including, for purposes  of  clause  (y)  below,  all
omissions  with  respect to the foregoing) which are done or  made  by  the
Board (with, where specifically provided for herein, the concurrence of the
Continuing  Directors)  in good faith, shall (x) be final,  conclusive  and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (y) not subject the Board or the Continuing Directors to
any liability to the holders of the Rights.

     Section  29.   Benefits of this Agreement.  Nothing in this  Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior  to
the Distribution Date, registered holders of the Common Stock) any legal or
equitable  right, remedy or claim under this Agreement; but this  Agreement
shall  be  for  the sole and exclusive benefit of the Company,  the  Rights
Agent and the registered holders of the Rights Certificates (and, prior  to
the Distribution Date, registered holders of the Common Stock).

     Section  30.   Severability.   If  any term,  provision,  covenant  or
restriction  of this Agreement is held by a court of competent jurisdiction
or  other authority to be invalid, void or unenforceable, the remainder  of
the  terms, provisions, covenants and restrictions of this Agreement  shall
remain  in full force and effect and shall in no way be affected,  impaired
or  invalidated; provided, however, that notwithstanding anything  in  this
Agreement to the contrary, if any such term, provision, covenant or re-
striction  is held by such court or authority to be invalid, void or  unen-
forceable and the Board of Directors of the Company determines in its  good
faith judgment that severing the invalid language from this Agreement would
adversely  affect  the purpose or effect of this Agreement,  the  right  of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the close of business on the tenth Business Day following  the
date of such determination by the Board of Directors.  Without limiting the
foregoing, if any provision requiring a majority of the Board of  Directors
of  the  Company to be Continuing Directors to act is held by any court  of
competent  jurisdiction  or  other  authority  to  be  invalid,   void   or
unenforceable,  such  determination shall then be  made  by  the  Board  of
Directors  of  the  Company  in  accordance with  applicable  law  and  the
Company's Certificate of Incorporation and By-Laws.

     Section  31.   Governing Law.  This Agreement,  each  Right  and  each
Rights  Certificate issued hereunder shall be deemed to be a contract  made
under  the  laws  of  the State of Delaware and for all purposes  shall  be
governed  by  and  construed in accordance with  the  laws  of  such  State
applicable  to  contracts  made and to be performed  entirely  within  such
State.

     Section  32.   Counterparts.  This Agreement may be  executed  in  any
number of counterparts and each of such counterparts shall for all purposes
be  deemed  to  be  an original, and all such counterparts  shall  together
constitute but one and the same instrument.

     Section  33.   Descriptive  Headings.   Descriptive  headings  of  the
several  Sections of this Agreement are inserted for convenience  only  and
shall  not  control or affect the meaning or construction  of  any  of  the
provisions hereof.
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to  be  duly  executed and their respective corporate seals to be  hereunto
affixed and attested, all as of the day and year first above written.


Attest:                          R&B FALCON CORPORATION


  By                         By  /s/Steven A. Webster
     Name:                      Name:  Steven A. Webster
     Title:                     Title:  Chief Executive Officer and
                                      President

Attest:                          AMERICAN STOCK TRANSFER &
                                   TRUST COMPANY


  By                         By  /s/Hebert Lemmer
     Name:                      Name:  Herbert Lemmer
     Title:                     Title:  Vice President

                                                                 Exhibit B

                [Form of Rights Certificate]

Certificate No. R-                                        _________ Rights

  NOT  EXERCISABLE  AFTER NOVEMBER 1, 2007 OR EARLIER IF  REDEEMED  BY  THE
  COMPANY.   THE  RIGHTS ARE SUBJECT TO REDEMPTION, AT THE  OPTION  OF  THE
  COMPANY,  AT  $.01 PER RIGHT ON THE TERMS SET FORTH IN THE  RIGHTS  AGREE
  MENT.   UNDER  CERTAIN  CIRCUMSTANCES, RIGHTS BENEFICIALLY  OWNED  BY  AN
  ACQUIRING  PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS  AGREEMENT)  AND
  ANY  SUBSEQUENT  HOLDER OF SUCH RIGHTS MAY BECOME NULL  AND  VOID.   [THE
  RIGHTS  REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR  WERE  BENEFICIALLY
  OWNED  BY  A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE
  OR  ASSOCIATE  OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED  IN  THE
  RIGHTS  AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE  RIGHTS
  REPRESENTED  HEREBY  MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES  SPECI
  FIED IN SECTION 7(e) OF SUCH AGREEMENT.]1

                     Rights Certificate

                   R&B FALCON CORPORATION

     This  certifies that                         , or registered  assigns,
is  the  registered owner of the number of Rights set forth above, each  of
which  entitles  the  owner thereof, subject to the terms,  provisions  and
conditions  of  the Rights Agreement, dated as of December  23,  1997  (the
"Rights Agreement"), between R&B Falcon Corporation, a Delaware corporation
(the  "Company"),  and  American Stock Transfer & Trust  Company,  a  trust
company  organized  under the State of New York (the  "Rights  Agent"),  to
purchase  from  the Company at any time prior to 5:00 P.M. (New  York  City
time)  on  November 1, 2007 at the office or offices of  the  Rights  Agent
designated for such purpose, or its successors as Rights Agent, one one-hun
dredth  of  a fully paid, nonassessable share of Series A Junior Participat
ing  Preferred Stock (the "Preferred Stock") of the Company, at a  purchase
price of $150 per one one-hundredth of a share (the "Purchase Price"), upon
presentation  and  surrender of this Rights Certificate with  the  Form  of
Election  to Purchase and related Certificate duly executed.  The  Purchase
Price  shall be paid, at the election of the holder, in cash or  shares  of
Common  Stock  of the Company having an equivalent value.   The  number  of
Rights evidenced by this Rights Certificate (and the number of shares which
may  be  purchased upon exercise thereof) set forth above, and the Purchase
Price  per share set forth above, are the number and Purchase Price  as  of
December  23,  1997,  based on the Preferred Stock as constituted  at  such
date.

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

     As  provided  in  the  Rights Agreement, the Purchase  Price  and  the
number and kind of shares of Preferred Stock or other securities, which may
be  purchased  upon  the exercise of the Rights evidenced  by  this  Rights
Certificate  are subject to modification and adjustment upon the  happening
of certain events, including Triggering Events.

     This  Rights  Certificate is subject to all of the  terms,  provisions
and  conditions  of  the  Rights Agreement,  which  terms,  provisions  and
conditions  are  hereby incorporated herein by reference and  made  a  part
hereof  and to which Rights Agreement reference is hereby made for  a  full
description of the rights, limitations of rights, obligations,  duties  and
immunities  hereunder  of  the Rights Agent, which  limitations  of  rights
include the temporary suspension of the exercisability of such Rights under
the  specific circumstances set forth in the Rights Agreement.   Copies  of
the  Rights  Agreement  are on file at the above-mentioned  office  of  the
Rights  Agent  and are also available upon written request  to  the  Rights
Agent.

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

     Subject  to  the  provisions  of  the  Rights  Agreement,  the  Rights
evidenced by this Certificate may be redeemed by the Company at its  option
at a redemption price of $.01 per Right at any time prior to the earlier of
the  close  of business on (i) the tenth Business Day following  the  Stock
Acquisition  Date  (as  such time period may be extended  pursuant  to  the
Rights Agreement), and (ii) the Final Expiration Date.

     The  Company  is not required to issue fractional shares of  Preferred
Stock upon the exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a  share  of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary  receipts), but in lieu thereof a cash payment may be  made,  as
provided in the Rights Agreement.

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

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

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


Dated as of __________, 1997

ATTEST:                     R&B FALCON CORPORATION


_____________________     By_________________________
             Secretary      Title:


Countersigned:

AMERICAN STOCK TRANSFER &
     TRUST COMPANY


By_________________________
      Authorized Signature

        [Form of Reverse Side of Rights Certificate]


                     FORM OF ASSIGNMENT

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


FOR VALUE RECEIVED
hereby sells, assigns and transfers unto

       (Please print name and address of transferee)


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

Date:                    , ____


                                    Signature

Signature Guaranteed:


                        Certificate

     The  undersigned  hereby certifies by checking the  appropriate  boxes
that:

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

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


Dated: ___________, ____
                                              Signature

Signature Guaranteed:


                           NOTICE


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

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


To:  R&B FALCON CORPORATION:

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


Please insert social security
or other identifying number


              (Please print name and address)


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


Please insert social security
or other identifying number


              (Please print name and address)



Dated:  _______________, ____


                                     Signature

Signature Guaranteed:
                        Certificate

          The  undersigned  hereby  certifies by checking  the  appropriate
boxes that:

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

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


Dated: ___________, ____
                                         Signature


Signature Guaranteed:

                           NOTICE


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


_______________________________