<PAGE>   1
                                                                     EXHIBIT 4.2







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                                     FORM OF



                                RIGHTS AGREEMENT


                            Dated as of _______, 2001


                                 By and Between


                               Flowers Foods, Inc.


                                       and


                           First Union National Bank,
                                 as Rights Agent



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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----

<S>   <C>                                                                                                       <C>

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

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

3.    Issue of Right Certificates.................................................................................5

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

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

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

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

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

9.    Company Covenants Concerning Securities and Rights.........................................................10

10.   Record Date................................................................................................11

11.   Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights............................12

12.   Certificate of Adjusted Purchase Price or Number of Securities.............................................20

13.   Consolidation, Merger or Sale or Transfer of Assets or Earning Power.......................................20

14.   Fractional Rights and Fractional Securities................................................................22

15.   Rights of Action...........................................................................................24

16.   Agreement of Rights Holders................................................................................24

17.   Right Certificate Holder Not Deemed a Shareholder..........................................................25

18.   Concerning the Rights Agent................................................................................25

19.   Merger or Consolidation or Change of Name of Rights Agent..................................................26

20.   Duties of Rights Agent.....................................................................................26

21.   Change of Rights Agent.....................................................................................28

22.   Issuance of New Right Certificates.........................................................................29
</TABLE>


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<TABLE>
<S>   <C>                                                                                                     <C>
23.   Redemption.................................................................................................29

24.   Exchange...................................................................................................30

25.   Notice of Certain Events...................................................................................31

26.   Notices....................................................................................................32

27.   Supplements and Amendments.................................................................................33

28.   Successors; Certain Covenants..............................................................................34

29.   Benefits of This Agreement.................................................................................34

30.   Governing Law..............................................................................................34

31.   Severability...............................................................................................34

32.   Descriptive Headings, Etc..................................................................................34

33.   Determinations and Actions by the Directors................................................................34

34.   Counterparts...............................................................................................35



Exhibit A.......................................................................................................A-1

Exhibit B.......................................................................................................B-1

Exhibit C.......................................................................................................C-1
</TABLE>



<PAGE>   4


                                RIGHTS AGREEMENT


         This RIGHTS AGREEMENT, dated as of ______, 2001 (this "Agreement"), is
made and entered into by and between Flowers Foods, Inc., a Georgia corporation
(the "Company"), and First Union National Bank (the "Rights Agent").

                                    RECITALS

         WHEREAS, on _____, 2001, the Directors of the Company authorized and
declared a dividend distribution of one right (a "Right") for each share of
Common Stock, par value $.01 per share, of the Company (a "Common Share")
outstanding as of the Close of Business (as hereinafter defined) on _____, 2001
(the "Record Date"), each Right initially representing the right to purchase one
thousandth of a Preferred Share (as hereinafter defined), on the terms and
subject to the conditions herein set forth, and further authorized and directed
the issuance of one Right (subject to adjustment as provided herein) with
respect to each Common Share issued or delivered by the Company (whether
originally issued or delivered from the Company's treasury) after the Record
Date but prior to the earlier of the Distribution Date (as hereinafter defined)
and the Expiration Date (as hereinafter defined) or as provided in Section 22.
Notwithstanding anything in this Agreement to the contrary, this Agreement shall
not take effect until the Close of Business on ____, 2001.

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

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

                  (a)      "Acquiring Person" means any Person (other than the
Company or any Related Person) who or which, together with all Affiliates and
Associates of such Person, is the Beneficial Owner of 15% or more of the
then-outstanding Common Shares; provided, however, that a Person will not be
deemed to have become an Acquiring Person solely as a result of a reduction in
the number of Common Shares outstanding unless and until such time as (i) such
Person or any Affiliate or Associate of such Person thereafter becomes the
Beneficial Owner of additional Common Shares representing 1% or more of the
then-outstanding Common Shares, other than as a result of a stock dividend,
stock split or similar transaction effected by the Company in which all holders
of Common Shares are treated equally, or (ii) any other Person who is the
Beneficial Owner of Common Shares representing 1% or more of the
then-outstanding Common Shares thereafter becomes an Affiliate or Associate of
such Person. Notwithstanding the foregoing, (i) the term "Acquiring Person"
shall not include Flowers Industries, Inc. prior to the distribution of the
Common Shares; and (ii) if the Continuing Directors of the Company determine in
good faith that a Person who would otherwise be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would no longer be an "Acquiring
Person" as defined pursuant to the foregoing provisions of this paragraph (a),
then such Person shall not be deemed to be an "Acquiring Person" for any
purposes of this Agreement.

<PAGE>   5

                  (b)      "Affiliate" and "Associate" will have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on the date of this Agreement,
provided, however, that a Person will not be deemed to be an Affiliate or
Associate of another Person solely because either or both Persons are or were
Directors of the Company.

                  (c)      A Person will be deemed the "Beneficial Owner" of,
and to "Beneficially Own," any securities:

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

                           (ii)     the beneficial ownership of 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, warrants,
         options or other rights (in each case, other than upon exercise or
         exchange of the Rights); provided, however, that a Person will not be
         deemed the Beneficial Owner of, or to Beneficially Own, securities
         tendered pursuant to a tender or exchange offer made by or on behalf of
         such Person or any of such Person's Affiliates or Associates until such
         tendered securities are accepted for purchase or exchange; or

                           (iii)    which such Person or any of such Person's
         Affiliates or Associates, directly or indirectly, has or shares the
         right to vote or dispose of, including pursuant to any agreement,
         arrangement or understanding (whether or not in writing); or

                           (iv)     of which any other Person is the Beneficial
         Owner, if such Person or any of such Person's Affiliates or Associates
         has any agreement, arrangement or understanding (whether or not in
         writing) with such other Person (or any of such other Person's
         Affiliates or Associates) with respect to acquiring, holding, voting or
         disposing of any securities of the Company;

provided, however, that a Person will not be deemed the Beneficial Owner of, or
to Beneficially Own, any security (A) if such Person has the right to vote such
security pursuant to an agreement, arrangement or understanding (whether or not
in writing) which (1) arises solely from a revocable proxy given to such Person
in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations of the Exchange Act and
(2) is not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report), or (B) if such beneficial ownership arises
solely as a result of such Person's status as a "clearing agency," as defined in
Section 3(a)(23) of the Exchange Act; provided further, however, that nothing in
this paragraph (c) will cause a Person engaged in business as an underwriter of
securities to be the Beneficial Owner of, or to Beneficially Own, any securities
acquired through such Person's participation in good faith in an underwriting
syndicate until the expiration of 40 calendar days after the date of such
acquisition, or such later date as the Continuing Directors of the Company may
determine in any specific case.

<PAGE>   6

                  (d)      "Business Day" means any day other than a Saturday,
Sunday or a day on which banking institutions in the State of Georgia (or such
other state in which the principal office of the Rights Agent is located) are
authorized or obligated by law or executive order to close.

                  (e)      "Close of Business" on any given date means 5:00
P.M., Atlanta time, on such date; provided, however, that if such date is not a
Business Day it means 5:00 P.M., Atlanta time, on the next succeeding Business
Day.

                  (f)      "Common Shares" when used with reference to the
Company means the shares of Common Stock, par value $.01 per share, of the
Company; provided, however, that, if the Company is the continuing or surviving
corporation in a transaction described in Section 13(a)(ii), "Common Shares"
when used with reference to the Company means shares of the capital stock or
units of the equity interests with the greatest aggregate voting power of the
Company. "Common Shares" when used with reference to any corporation or other
legal entity other than the Company, including an Issuer, means shares of the
capital stock or units of the equity interests with the greatest aggregate
voting power of such corporation or other legal entity.

                  (g)      "Company" means Flowers Foods, Inc., a Georgia
corporation.

                  (h)      "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 prior to the date of this
Agreement, 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.

                  (i)      "Distribution Date" means the earlier of: (i) the
Close of Business on the tenth calendar day following the Share Acquisition
Date, or (ii) the Close of Business on the tenth Business Day (or, unless the
Distribution Date shall have previously occurred, such later date as may be
specified by the Continuing Directors of the Company) after the commencement of
a tender or exchange offer by any Person (other than the Company or any Related
Person), if upon the consummation thereof such Person would be the Beneficial
Owner of 15% or more of the then-outstanding Common Shares.

                  (j)      "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  (k)      "Expiration Date" means the earliest of (i) the Close
of Business on the Final Expiration Date, (ii) the time at which the Rights are
redeemed as provided in Section 23, and (iii) the time at which all exercisable
Rights are exchanged as provided in Section 24.

                  (l)      "Final Expiration Date" means the tenth anniversary
of the Record Date.

<PAGE>   7

                  (m)      "Flip-in Event" means any event described in clauses
(A), (B) or (C) of Section 11(a)(ii).

                  (n)      "Flip-over Event" means any event described in
clauses (i), (ii) or (iii) of Section 13(a).

                  (o)      "Issuer" has the meaning set forth in Section 13(b).

                  (p)      "Nasdaq" means The NASDAQ Stock Market.

                  (q)      "Person" means any individual, firm, corporation or
other legal entity, and includes any successor (by merger or otherwise) of such
entity.

                  (r)      "Preferred Shares" means shares of Series A Junior
Participating Preferred Stock, par value $100 per share, of the Company having
the rights and preferences as set forth in Exhibit A.

                  (s)      "Purchase Price" means initially $45.00 per one
thousandth of a Preferred Share, subject to adjustment from time to time as
provided in this Agreement.

                  (t)      "Record Date" has the meaning set forth in the
Recitals to this Agreement.

                  (u)      "Redemption Price" means $.01 per Right, subject to
adjustment by resolution of the Directors of the Company to reflect any stock
split, stock dividend or similar transaction occurring after the Record Date.

                  (v)      "Related Person" means (i) any Subsidiary of the
Company or (ii) any employee benefit or stock ownership plan of the Company or
of any Subsidiary of the Company or any entity holding Common Shares for or
pursuant to the terms of any such plan.

                  (w)      "Right" has the meaning set forth in the Recitals to
this Agreement.

                  (x)      "Right Certificates" means certificates evidencing
the Rights, in substantially the form attached as Exhibit B.

                  (y)      "Rights Agent" means First Union National Bank,
unless and until a successor Rights Agent has become such pursuant to the terms
of this Agreement, and thereafter, "Rights Agent" means such successor Rights
Agent.

                  (z)      "Securities Act" means the Securities Act of 1933, as
amended.

                  (aa)     "Share Acquisition Date" means the first date of
public announcement by the Company (by press release, filing made with the
Securities and Exchange Commission or otherwise) that an Acquiring Person has
become such.

                  (bb)     "Subsidiary" when used with reference to any Person
means any corporation or other legal entity of which a majority of the voting
power of the voting equity securities or equity interests is owned, directly or
indirectly, by such Person; provided, however,

<PAGE>   8

that for purposes of Section 13(b), "Subsidiary" when used with reference to any
Person means any corporation or other legal entity of which at least 20% of the
voting power of the voting equity securities or equity interests is owned,
directly or indirectly, by such Person.

                  (cc)     "Trading Day" means any day on which the principal
national securities exchange on which the Common Shares are listed or admitted
to trading is open for the transaction of business or, if the Common Shares are
not listed or admitted to trading on any national securities exchange, a
Business Day.

                  (dd)     "Triggering Event" means any Flip-in Event or
Flip-over Event.

         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, will also be, prior to the Distribution Date, the
holders of the Common Shares) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment and hereby
certifies that it complies with the requirements of the New York Stock Exchange
governing transfer agents and registrars. The Company may from time to time act
as Co-Rights Agent or appoint such Co-Rights Agents as it may deem necessary or
desirable. Any actions which may be taken by the Rights Agent pursuant to the
terms of this Agreement may be taken by any such Co-Rights Agent. To the extent
that any Co-Rights Agent takes any action pursuant to this Agreement, such
Co-Rights Agent will be entitled to all of the rights and protections of, and
subject to all of the applicable duties and obligations imposed upon, the Rights
Agent pursuant to the terms of this Agreement.

         3.       Issue of Right Certificates.

                  (a)      Until the Distribution Date, (i) the Rights will be
evidenced by the certificates representing Common Shares registered in the names
of the record holders thereof (which certificates representing Common Shares
will also be deemed to be Right Certificates), (ii) the Rights will be
transferable only in connection with the transfer of the underlying Common
Shares, and (iii) the surrender for transfer of any certificates evidencing
Common Shares in respect of which Rights have been issued will also constitute
the transfer of the Rights associated with the Common Shares evidenced by such
certificates. On or as promptly as practicable after the Record Date, the
Company will send by first class, postage prepaid mail, to each record holder of
Common Shares as of the Close of Business on the Record Date, at the address of
such holder shown on the records of the Company as of such date, a copy of a
Summary of Rights to Purchase Preferred Stock in substantially the form attached
as Exhibit C.

                  (b)      Rights will be issued by the Company in respect of
all Common Shares (other than Common Shares issued upon the exercise or exchange
of any Right) issued or delivered by the Company (whether originally issued or
delivered from the Company's treasury) after the Record Date but prior to the
earlier of the Distribution Date and the Expiration Date. Certificates
evidencing such Common Shares will have stamped on, impressed on, printed on,
written on, or otherwise affixed to them the following legend or such similar
legend as the Company may deem appropriate and as is not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or transaction reporting

<PAGE>   9

system on which the Common Shares may from time to time be listed or quoted, or
to conform to usage:

                  This Certificate also evidences and entitles the holder hereof
                  to certain Rights as set forth in a Rights Agreement between
                  Flowers Foods, Inc. and First Union National Bank, dated as of
                  ______, 2001 (the "Rights Agreement"), the terms of which are
                  hereby incorporated herein by reference and a copy of which is
                  on file at the principal executive offices of Flowers Foods,
                  INC. The Rights are not exercisable prior to the occurrence of
                  certain events specified in the Rights Agreement. Under
                  certain circumstances, as set forth in the Rights Agreement,
                  such Rights may be redeemed, may be exchanged, may expire, may
                  be amended, or may be evidenced by separate certificates and
                  no longer be evidenced by this Certificate. Flowers Foods,
                  Inc. 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 as set forth in the Rights
                  Agreement, Rights that are or were beneficially owned by an
                  Acquiring Person or any Affiliate or Associate of an Acquiring
                  Person (as such terms are defined in the Rights Agreement) may
                  become null and void.

                  (c)      Any Right Certificate issued pursuant to this Section
3 that represents Rights beneficially owned by an Acquiring Person or any
Associate or Affiliate thereof and any Right Certificate issued at any time upon
the transfer of any Rights to an Acquiring Person or any Associate or Affiliate
thereof or to any nominee of such Acquiring Person, Associate or Affiliate and
any Right Certificate issued pursuant to Section 6 or 11 hereof upon transfer,
exchange, replacement or adjustment of any other Right Certificate referred to
in this sentence, shall be subject to and contain the following legend or such
similar legend as the Company may deem appropriate and as is 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:

                  The Rights represented by this Right Certificate are or were
                  beneficially owned by a Person who was an Acquiring Person or
                  an Affiliate or an Associate of an Acquiring Person (as such
                  terms are defined in the Rights Agreement). This Right
                  Certificate and the Rights represented hereby may become null
                  and void in the circumstances specified in Section 11(a)(ii)
                  or Section 13 of the Rights Agreement.

                  (d)      As promptly as practicable after the Distribution
Date, the Company will prepare and execute, the Rights Agent will countersign
and the Company will send or cause to be sent (and the Rights Agent will, if
requested, send), by first class, insured, postage prepaid mail, to each record
holder of Common Shares as of the Close of Business on the Distribution Date, at

<PAGE>   10

the address of such holder shown on the records of the Company, a Right
Certificate evidencing one Right for each Common Share so held, subject to
adjustment as provided herein. As of and after the Distribution Date, the Rights
will be evidenced solely by such Right Certificates.

                  (e)      In the event that the Company purchases or otherwise
acquires any Common Shares after the Record Date but prior to the Distribution
Date, any Rights associated with such Common Shares will be deemed canceled and
retired so that the Company will not be entitled to exercise any Rights
associated with the Common Shares so purchased or acquired.

         4.       Form of Right Certificates. The Right Certificates (and the
form of election to purchase and the form of assignment to be printed on the
reverse thereof) will be substantially in the form attached as Exhibit B with
such changes and marks of identification or designation, and such legends,
summaries or endorsements printed thereon, as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange or
transaction reporting system on which the Rights may from time to time be listed
or quoted, or to conform to usage. Subject to the provisions of Section 22, the
Right Certificates, whenever issued, on their face will entitle the holders
thereof to purchase such number of one thousandths of a Preferred Share as are
set forth therein at the Purchase Price set forth therein, but the Purchase
Price, the number and kind of securities issuable upon exercise of each Right
and the number of Rights outstanding will be subject to adjustment as provided
herein.

         5.       Countersignature and Registration.

                  (a)      The Right Certificates will be executed on behalf of
the Company by its Chairman, its President or any Vice President, either
manually or by facsimile signature, and will have affixed thereto the Company's
seal or a facsimile thereof which will be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile signature.
The Right Certificates will be manually countersigned by the Rights Agent and
will not be valid for any purpose unless so countersigned. In case any officer
of the Company who signed any of the Right Certificates ceases to be such
officer of the Company before countersignature by the Rights Agent and issuance
and delivery by the Company, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent, and issued and delivered by the Company with
the same force and effect as though the person who signed such Right
Certificates had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Right Certificate, is a proper officer of
the Company to sign such Right Certificate, although at the date of the
execution of this Rights Agreement any such person was not such officer.

                  (b)      Following the Distribution Date, the Rights Agent
will keep or cause to be kept, at the principal office of the Rights Agent
designated for such purpose and at such other offices as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or any transaction
reporting system on which the Rights may from time to time be listed or quoted,
books for registration and transfer of the Right Certificates issued hereunder.
Such books will show the names and addresses of the respective holders of the
Right Certificates, the number of Rights

<PAGE>   11

evidenced on its face by each of the Right Certificates and the date of each of
the Right Certificates.

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

                  (a)      Subject to the provisions of Sections 7(d) and 14, at
any time after the Close of Business on the Distribution Date and prior to the
Expiration Date, any Right Certificate or Right Certificates representing
exercisable Rights may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder
to purchase a like number of one thousandths of a Preferred Share (or other
securities, as the case may be) as the Right Certificate or Right 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 such Right Certificate or Rights Certificates must make
such request in a writing delivered to the Rights Agent and must surrender the
Right Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent designated for such
purpose. Thereupon or as promptly as practicable thereafter, subject to the
provisions of Sections 7(d) and 14, the Company will prepare, execute and
deliver to the Rights Agent, and the Rights Agent will countersign and deliver,
a Right Certificate or Right Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Right Certificates.

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

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

                  (a)      The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date and prior to the
Expiration Date, upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly executed, to the Rights
Agent at the office or offices of the Rights Agent designated for such purpose,
together with payment in cash, in lawful money of the United States of America
by certified check or bank draft payable to the order of the Company, equal to
the sum of (i) the exercise price for the total number of securities as to which
such surrendered Rights are exercised and (ii) an amount equal to any applicable
transfer tax required to be paid by the holder of such Right Certificate in
accordance with the provisions of Section 9(d).

<PAGE>   12

                  (b)      Upon receipt of a Right Certificate representing
exercisable Rights with the form of election to purchase duly executed,
accompanied by payment as described above, the Rights Agent will promptly (i)
requisition from any transfer agent of the Preferred Shares (or make available,
if the Rights Agent is the transfer agent) certificates representing the number
of one thousandths of a Preferred Share to be purchased (and the Company hereby
irrevocably authorizes and directs its transfer agent to comply with all such
requests), or, if the Company elects to deposit Preferred Shares issuable upon
exercise of the Rights hereunder with a depositary agent, requisition from the
depositary agent depositary receipts representing such number of one thousandths
of a Preferred Share as are to be purchased (and the Company hereby irrevocably
authorizes and directs such depositary agent to comply with all such requests),
(ii) after receipt of such certificates (or depositary receipts, as the case may
be), cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be
designated by such holder, (iii) when appropriate, requisition from the Company
or any transfer agent therefor (or make available, if the Rights Agent is the
transfer agent) certificates representing the number of equivalent common shares
to be issued in lieu of the issuance of Common Shares in accordance with the
provisions of Section 11(a)(iii), (iv) when appropriate, after receipt of such
certificates, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate, registered in such name or names as
may be designated by such holder, (v) when appropriate, requisition from the
Company the amount of cash to be paid in lieu of the issuance of fractional
shares in accordance with the provisions of Section 14 or in lieu of the
issuance of Common Shares in accordance with the provisions of Section
11(a)(iii), (vi) when appropriate, after receipt, deliver such cash to or upon
the order of the registered holder of such Right Certificate, and (vii) when
appropriate, deliver any due bill or other instrument provided to the Rights
Agent by the Company for delivery to the registered holder of such Right
Certificate as provided by Section 11(l).

                  (c)      In case the registered holder of any Right
Certificate exercises less than all the Rights evidenced thereby, the Company
will prepare, execute and deliver a new Right Certificate evidencing Rights
equivalent to the Rights remaining unexercised and the Rights Agent will
countersign and deliver such new Right Certificate to the registered holder of
such Right Certificate or to his duly authorized assigns, subject to the
provisions of Section 14.

                  (d)      Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company will be obligated to
undertake any action with respect to any purported transfer, split up,
combination or exchange of any Right Certificate pursuant to Section 6 or
exercise of a Right Certificate as set forth in this Section 7 unless the
registered holder of such Right Certificate has (i) completed and signed the
certificate following the form of assignment or the form of election to
purchase, as applicable, set forth on the reverse side of the Right Certificate
surrendered for such transfer, split up, combination, exchange or 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
may reasonably request.

         8.       Cancellation and Destruction of Right Certificates. All Right
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange will, if surrendered to the Company or to any of its
stock transfer agents, be delivered to the Rights Agent for cancellation or in
canceled form, or, if surrendered to the Rights Agent, will be canceled by it,
and no Right Certificates will be issued in lieu thereof except as expressly

<PAGE>   13

permitted by the provisions of this Agreement. The Company will deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent will so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent will deliver
all canceled Right Certificates to the Company, or will, at the written request
of the Company, destroy such canceled Right Certificates, and in such case will
deliver a certificate of destruction thereof to the Company.

         9.       Company Covenants Concerning Securities and Rights. The
Company covenants and agrees that:

                  (a)      It will cause to be reserved and kept available out
of its authorized and unissued Preferred Shares or any Preferred Shares held in
its treasury, a number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7.

                  (b)      So long as the Preferred Shares (and, following the
occurrence of a Triggering Event, Common Shares and/or other securities)
issuable upon the exercise of the Rights may be listed on a national securities
exchange, or quoted on Nasdaq, it will endeavor to cause, from and after such
time as the Rights become exercisable, all securities reserved for issuance upon
the exercise of Rights to be listed on such exchange, or quoted on Nasdaq, upon
official notice of issuance upon such exercise.

                  (c)      It will take all such action as may be necessary to
ensure that all Preferred Shares (and, following the occurrence of a Triggering
Event, Common Shares and/or other securities) delivered upon exercise of Rights,
at the time of delivery of the certificates for such securities, will be
(subject to payment of the Purchase Price) duly authorized, validly issued,
fully paid and nonassessable securities.

                  (d)      It will pay when due and payable any and all federal
and state transfer taxes and charges that may be payable in respect of the
issuance or delivery of the Right Certificates and of any certificates
representing securities issued upon the exercise of Rights; provided, however,
that the Company will not be required to pay any transfer tax or charge which
may be payable in respect of any transfer or delivery of Right Certificates to a
person other than, or the issuance or delivery of certificates or depositary
receipts representing securities issued upon the exercise of Rights in a name
other than that of, the registered holder of the Right Certificate evidencing
Rights surrendered for exercise, or to issue or deliver any certificates or
depositary receipts representing securities issued upon the exercise of any
Rights until any such tax or charge has been paid (any such tax or charge being
payable by the holder of such Right Certificate at the time of surrender) or
until it has been established to the Company's reasonable satisfaction that no
such tax is due.

                  (e)      It will use its best efforts (i) to file on an
appropriate form, as soon as practicable following the later of the Share
Acquisition Date and the Distribution Date, a registration statement under the
Securities Act with respect to the securities issuable upon exercise of the
Rights, (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
Securities Act) until the earlier of

<PAGE>   14

(A) the date as of which the Rights are no longer exercisable for such
securities and (B) the Expiration Date. 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 after the
date set forth in clause (i) of the first sentence of this Section 9(e), the
exercisability of the Rights in order to prepare and file such registration
statement and to permit it to become effective. Upon any such suspension, the
Company will issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect. In addition, if the Company
determines that a registration statement should be filed under the Securities
Act or any state securities laws following the Distribution Date, the Company
may temporarily suspend the exercisability of the Rights in each relevant
jurisdiction until such time as a registration statement has been declared
effective and, upon any such suspension, the Company will 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 anything in this Agreement to the contrary,
the Rights will not be exercisable in any jurisdiction if the requisite
registration or qualification in such jurisdiction has not been effected or the
exercise of the Rights is not permitted under applicable law.

                  (f)      Notwithstanding anything in this Agreement to the
contrary, after the later of the Share Acquisition Date and the Distribution
Date it will not 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
eliminate or otherwise diminish the benefits intended to be afforded by the
Rights.

                  (g)      In the event that the Company is obligated to issue
other securities of the Company and/or pay cash pursuant to Section 11, 13, 14
or 24 it will make all arrangements necessary so that such other securities
and/or cash are available for distribution by the Rights Agent, if and when
appropriate.

         10.      Record Date. Each Person in whose name any certificate
representing Preferred Shares (or Common Shares and/or other securities, as the
case may be) is issued upon the exercise of Rights will for all purposes be
deemed to have become the holder of record of the Preferred Shares (or Common
Shares and/or other securities, as the case may be) represented thereby on, and
such certificate will be dated, the date upon which the Right 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 transfer books of
the Company for the Preferred Shares (or Common Shares and/or other securities,
as the case may be) are closed, such Person will be deemed to have become the
record holder of such securities on, and such certificate will be dated, the
next succeeding Business Day on which the transfer books of the Company for the
Preferred Shares (or Common Shares and/or other securities, as the case may be)
are open. Prior to the exercise of the Rights evidenced thereby, the holder of a
Right Certificate will not be entitled to any rights of a holder of any security
for which the Rights are or may become exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions, or
to exercise any preemptive rights, and will not be entitled to receive any
notice of any proceedings of the Company, except as provided herein.

<PAGE>   15

         11.      Adjustment of Purchase Price, Number and Kind of Securities or
Number of Rights. The Purchase Price, the number and kind of securities issuable
upon exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

                  (a)      (i)      In the event that the Company at any time
         after the Record Date (A) declares a dividend on the Preferred Shares
         payable in Preferred Shares, (B) subdivides the outstanding Preferred
         Shares, (C) combines the outstanding Preferred Shares into a smaller
         number of Preferred Shares, or (D) issues any shares of its capital
         stock in a reclassification of the Preferred Shares (including any such
         reclassification in connection with a consolidation or merger in which
         the Company is the continuing or surviving corporation), except as
         otherwise provided in this Section 11(a), the Purchase Price in effect
         at the time of the record date for such dividend or of the effective
         date of such subdivision, combination or reclassification and/or the
         number and/or kind of shares of capital stock issuable on such date
         upon exercise of a Right, will be proportionately adjusted so that the
         holder of any Right exercised after such time is entitled to receive
         upon payment of the Purchase Price then in effect the aggregate number
         and kind of shares of capital stock which, if such Right had been
         exercised immediately prior to such date and at a time when the
         transfer books of the Company for the Preferred Shares were open, the
         holder of such Right would have owned upon such exercise (and, in the
         case of a reclassification, would have retained after giving effect to
         such reclassification) and would have been entitled to receive by
         virtue of such dividend, subdivision, combination or reclassification;
         provided, however, that in no event shall the consideration to be paid
         upon the exercise of one Right be less than the aggregate par value of
         the shares of capital stock issuable upon exercise of one Right. If an
         event occurs which would require an adjustment under both this Section
         11(a)(i) and Section 11(a)(ii) or Section 13, the adjustment provided
         for in this Section 11(a)(i) will be in addition to, and will be made
         prior to, any adjustment required pursuant to Section 11(a)(ii) or
         Section 13.

                           (ii)     Subject to the provisions of Section 24, if:

                                    (A)      any Person becomes an Acquiring
                  Person; or

                                    (B)      any Acquiring Person or any
                  Affiliate or Associate of any Acquiring Person, directly or
                  indirectly, (1) merges into the Company or otherwise combines
                  with the Company and the Company is the continuing or
                  surviving corporation of such merger or combination (other
                  than in a transaction subject to Section 13), (2) merges or
                  otherwise combines with any Subsidiary of the Company, (3) in
                  one or more transactions (otherwise than in connection with
                  the exercise, exchange or conversion of securities exercisable
                  or exchangeable for or convertible into shares of any class of
                  capital stock of the Company or any of its Subsidiaries)
                  transfers cash, securities or any other property to the
                  Company or any of its Subsidiaries in exchange (in whole or in
                  part) for shares of any class of capital stock of the Company
                  or any of its Subsidiaries or for securities exercisable or
                  exchangeable for or convertible into shares of any class of
                  capital stock of the Company or any of its Subsidiaries, or
                  otherwise obtains from the Company or any of its Subsidiaries,
                  with or without consideration, any additional

<PAGE>   16

                  shares of any class of capital stock of the Company or any of
                  its Subsidiaries or securities exercisable or exchangeable for
                  or convertible into shares of any class of capital stock of
                  the Company or any of its Subsidiaries (otherwise than as part
                  of a pro rata distribution to all holders of shares of any
                  class of capital stock of the Company, or any of its
                  Subsidiaries), (4) sells, purchases, leases, exchanges,
                  mortgages, pledges, transfers or otherwise disposes (in one or
                  more transactions) to, from, with or of, as the case may be,
                  the Company or any of its Subsidiaries (otherwise than in a
                  transaction subject to Section 13), any property, including
                  securities, on terms and conditions less favorable to the
                  Company than the Company would be able to obtain in an
                  arm's-length transaction with an unaffiliated third party, (5)
                  receives any compensation from the Company or any of its
                  Subsidiaries other than compensation as a director or a
                  regular full-time employee, in either case at rates consistent
                  with the Company's (or its Subsidiaries') past practices, or
                  (6) receives the benefit, directly or indirectly (except
                  proportionately as a shareholder), of any loans, advances,
                  guarantees, pledges or other financial assistance or any tax
                  credits or other tax advantage provided by the Company or any
                  of its Subsidiaries; or

                                    (C)      during such time as there is an
                  Acquiring Person, there is any reclassification of securities
                  of the Company (including any reverse stock split), or any
                  recapitalization of the Company, or any merger or
                  consolidation of the Company with any of its Subsidiaries, or
                  any other transaction or series of transactions involving the
                  Company or any of its Subsidiaries (whether or not with or
                  into or otherwise involving an Acquiring Person), other than a
                  transaction subject to Section 13, which has the effect,
                  directly or indirectly, of increasing by more than 1% the
                  proportionate share of the outstanding shares of any class of
                  equity securities of the Company or any of its Subsidiaries,
                  or of securities exercisable or exchangeable for or
                  convertible into equity securities of the Company or any of
                  its Subsidiaries, of which an Acquiring Person, or any
                  Affiliate or Associate of any Acquiring Person, is the
                  Beneficial Owner;

         then, and in each such case, from and after the latest of the
         Distribution Date, the Share Acquisition Date and the date of the
         occurrence of such Flip-in Event, proper provision will be made so that
         each holder of a Right, except as provided below, will thereafter have
         the right to receive, upon exercise thereof in accordance with the
         terms of this Agreement at an exercise price per Right equal to the
         product of the then-current Purchase Price multiplied by the number of
         one thousandths of a Preferred Share for which a Right was exercisable
         immediately prior to the date of the occurrence of such Flip-in Event
         (or, if any other Flip-in Event shall have previously occurred, the
         product of the then-current Purchase Price multiplied by the number of
         one thousandths of a Preferred Share for which a Right was exercisable
         immediately prior to the date of the first occurrence of a Flip-in
         Event), in lieu of Preferred Shares, such number of Common Shares as
         equals the result obtained by (x) multiplying the then-current Purchase
         Price by the number of one thousandths of a Preferred Share for which a
         Right was exercisable immediately prior to the date of the occurrence
         of such Flip-in Event (or, if any other Flip-in Event shall have
         previously occurred, multiplying the then-current Purchase Price by the
         number of one thousandths of a Preferred Share for which a Right was
         exercisable

<PAGE>   17

         immediately prior to the date of the first occurrence of a Flip-in
         Event), and dividing that product by (y) 50% of the current per share
         market price of the Common Shares (determined pursuant to Section
         11(d)) on the date of the occurrence of such Flip-in Event.
         Notwithstanding anything in this Agreement to the contrary, from and
         after the first occurrence of a Flip-in Event, any Rights that are
         Beneficially Owned by (A) any Acquiring Person (or any Affiliate or
         Associate of any Acquiring Person), (B) a transferee of any Acquiring
         Person (or any such Affiliate or Associate) who becomes a transferee
         after the occurrence of a Flip-in Event, or (C) a transferee of any
         Acquiring Person (or any such Affiliate or Associate) who became a
         transferee prior to or concurrently with the occurrence of a Flip-in
         Event pursuant to either (1) a transfer from an Acquiring Person to
         holders of its equity securities or to any Person with whom it has any
         continuing agreement, arrangement or understanding regarding the
         transferred Rights or (2) a transfer which a majority of the Continuing
         Directors of the Company have determined is part of a plan, arrangement
         or understanding which has the purpose or effect of avoiding the
         provisions of this Section 11(a)(ii), and subsequent transferees of any
         of such Persons, will be void without any further action and any holder
         of such Rights will thereafter have no rights whatsoever with respect
         to such Rights under any provision of this Agreement. The Company will
         use all reasonable efforts to ensure that the provisions of this
         Section 11(a)(ii) are complied with, but will have no liability to any
         holder of Right Certificates or any 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. Upon the
         occurrence of a Flip-in Event, no Right Certificate that represents
         Rights that are or have become void pursuant to the provisions of this
         Section 11(a)(ii) will thereafter be issued pursuant to Section 3 or
         Section 6, and any Right Certificate delivered to the Rights Agent that
         represents Rights that are or have become void pursuant to the
         provisions of this Section 11(a)(ii) will be canceled. Upon the
         occurrence of a Flip-over Event, any Rights that shall not have been
         previously exercised pursuant to this Section 11(a)(ii) shall
         thereafter be exercisable only pursuant to Section 13 and not pursuant
         to this Section 11(a)(ii).

                           (iii)    Upon the occurrence of a Flip-in Event, if
         there are not sufficient Common Shares authorized but unissued or
         issued but not outstanding to permit the issuance of all the Common
         Shares issuable in accordance with Section 11(a)(ii) upon the exercise
         of a Right, the Directors of the Company will use their best efforts
         promptly to authorize and, subject to the provisions of Section 9(e),
         make available for issuance additional Common Shares or other equity
         securities of the Company having equivalent voting rights and an
         equivalent value (as determined in good faith by the Directors of the
         Company) to the Common Shares (for purposes of this Section 11(a)(iii),
         "equivalent common shares"). In the event that equivalent common shares
         are so authorized, upon the exercise of a Right in accordance with the
         provisions of Section 7, the registered holder will be entitled to
         receive (A) Common Shares, to the extent any are available, and (B) a
         number of equivalent common shares, which the Directors of the Company
         have determined in good faith to have a value equivalent to the excess
         of (x) the aggregate current per share market value on the date of the
         occurrence of the most recent Flip-in Event of all the Common Shares
         issuable in accordance with Section 11(a)(ii) upon the exercise of a
         Right (the "Exercise Value") over (y) the aggregate current per share
         market value on the date of the occurrence of the most recent Flip-in
         Event of any Common

<PAGE>   18

         Shares available for issuance upon the exercise of such Right;
         provided, however, that if at any time after 90 calendar days after the
         latest of the Share Acquisition Date, the Distribution Date and the
         date of the occurrence of the most recent Flip-in Event, there are not
         sufficient Common Shares and/or equivalent common shares available for
         issuance upon the exercise of a Right, then the Company will be
         obligated to deliver, upon the surrender of such Right and without
         requiring payment of the Purchase Price, Common Shares (to the extent
         available), equivalent common shares (to the extent available) and then
         cash (to the extent permitted by applicable law and any agreements or
         instruments to which the Company is a party in effect immediately prior
         to the Share Acquisition Date), which securities and cash have an
         aggregate value equal to the excess of (1) the Exercise Value over (2)
         the product of the then-current Purchase Price multiplied by the number
         of one thousandths of a Preferred Share for which a Right was
         exercisable immediately prior to the date of the occurrence of the most
         recent Flip-in Event (or, if any other Flip-in Event shall have
         previously occurred, the product of the then-current Purchase Price
         multiplied by the number of one thousandths of a Preferred Share for
         which a Right would have been exercisable immediately prior to the date
         of the occurrence of such Flip-in Event if no other Flip-in Event had
         previously occurred). To the extent that any legal or contractual
         restrictions prevent the Company from paying the full amount of cash
         payable in accordance with the foregoing sentence, the Company will pay
         to holders of the Rights as to which such payments are being made all
         amounts which are not then restricted on a pro rata basis and will
         continue to make payments on a pro rata basis as promptly as funds
         become available until the full amount due to each such Rights holder
         has been paid.

                  (b)      In the event that the Company fixes a record date for
the issuance of rights, options or warrants to all holders of Preferred Shares
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Preferred Shares (or securities having
equivalent rights, privileges and preferences as the Preferred Shares (for
purposes of this Section 11(b), "equivalent preferred shares")) or securities
convertible into Preferred Shares or equivalent preferred shares at a price per
Preferred Share or equivalent preferred share (or having a conversion price per
share, if a security convertible into Preferred Shares or equivalent preferred
shares) less than the current per share market price of the Preferred Shares
(determined pursuant to Section 11(d)) on such record date, the Purchase Price
to be in effect after such record date will be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which is the number of Preferred Shares outstanding on such
record date plus the number of Preferred Shares which the aggregate offering
price of the total number of Preferred Shares and/or equivalent preferred shares
so to be offered (and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such current per
share market price and the denominator of which is the number of Preferred
Shares outstanding on such record date plus the number of additional Preferred
Shares and/or equivalent preferred shares to be offered for subscription or
purchase (or into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock issuable upon exercise of one
Right. In case such subscription price may be paid in a consideration part or
all of which is in a form other than cash, the value of such consideration will
be as determined in good faith by the Directors of the Company, whose
determination will be described in a statement filed with

<PAGE>   19

the Rights Agent. Preferred Shares owned by or held for the account of the
Company will not be deemed outstanding for the purpose of any such computation.
Such adjustment will be made successively whenever such a record date is fixed,
and in the event that such rights, options or warrants are not so issued, the
Purchase Price will be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

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

                  (d)      (i)      For the purpose of any computation
         hereunder, the "current per share market price" of Common Shares on any
         date will be deemed to be the average of the daily closing prices per
         share of such Common Shares for the 30 consecutive Trading Days
         immediately prior to such date; provided, however, that in the event
         that the current per share market price of the Common Shares is
         determined during a period following the announcement by the issuer of
         such Common Shares of (A) a dividend or distribution on such Common
         Shares payable in such Common Shares or securities convertible into
         such Common Shares (other than the Rights) or (B) any subdivision,
         combination or reclassification of such Common Shares, and prior to the
         expiration of 30 Trading Days after the ex-dividend date for such
         dividend or distribution, or the record date for such subdivision,
         combination or reclassification, then, and in each such case, the
         current per share market price will be appropriately adjusted to take
         into account ex-dividend trading or to reflect the current per share
         market price per Common Share equivalent. The closing price for each
         day will 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
         Common Shares 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


<PAGE>   20

         Common Shares are listed or admitted to trading or, if the Common
         Shares 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 Common Shares 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 Shares selected
         by the Directors of the Company. If the Common Shares are not publicly
         held or not so listed or traded, or are not the subject of available
         bid and asked quotes, "current per share market price" will mean the
         fair value per share as determined in good faith by the Directors of
         the Company, whose determination will be described in a statement filed
         with the Rights Agent.

                           (ii)     For the purpose of any computation
         hereunder, the "current per share market price" of the Preferred Shares
         will be determined in the same manner as set forth above for Common
         Shares in Section 11(d)(i), other than the last sentence thereof. If
         the current per share market price of the Preferred Shares cannot be
         determined in the manner provided above, the "current per share market
         price" of the Preferred Shares will be conclusively deemed to be an
         amount equal to the current per share market price of the Common Shares
         multiplied by one thousand (as such number may be appropriately
         adjusted to reflect events such as stock splits, stock dividends,
         recapitalizations or similar transactions relating to the Common Shares
         occurring after the date of this Agreement). If neither the Common
         Shares nor the Preferred Shares are publicly held or so listed or
         traded, or the subject of available bid and asked quotes, "current per
         share market price" of the Preferred Shares will mean the fair value
         per share as determined in good faith by the Directors of the Company,
         whose determination will be described in a statement filed with the
         Rights Agent. For all purposes of this Agreement, the current per share
         market price of one thousandth of a Preferred Share will be equal to
         the current per share market price of one Preferred Share divided by
         one thousand.

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

                  (f)      If as a result of an adjustment made pursuant to
Section 11(a), the holder of any Right thereafter exercised becomes entitled to
receive any securities of the Company other than Preferred Shares, thereafter
the number and/or kind of such other securities so receivable upon exercise of
any Right (and/or the Purchase Price in respect thereof) will 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 Shares (and the
Purchase Price in respect thereof) contained in this Section 11, and the
provisions of Sections 7, 9, 10, 13 and 14 with respect to the

<PAGE>   21

Preferred Shares (and the Purchase Price in respect thereof) will apply on like
terms to any such other securities (and the Purchase Price in respect thereof).

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

                  (h)      Unless the Company has exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price pursuant
to Section 11(b) or Section 11(c), each Right outstanding immediately prior to
the making of such adjustment will thereafter evidence the right to purchase, at
the adjusted Purchase Price, that number of one thousandths of a Preferred Share
(calculated to the nearest one one-millionth of a Preferred Share) obtained by
(i) multiplying (x) the number of one thousandths of a Preferred Share issuable
upon exercise of a Right immediately prior to such adjustment of the Purchase
Price 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 substitution
for any adjustment in the number of one thousandths of a Preferred Share
issuable upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights will be exercisable for the number of one
thousandths of a Preferred Share 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 will become that number of Rights (calculated to the
nearest one 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 will 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. Such record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, will be at least 10 calendar days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company will, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to the
provisions of Section 14, the additional Rights to which such holders are
entitled as a result of such adjustment, or, at the option of the Company, will
cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof if required by the Company, new Right
Certificates evidencing all the Rights to which such holders are entitled after
such adjustment. Right Certificates so to be distributed will 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 will be registered
in the names of the holders of record of Right Certificates on the record date
specified in the public announcement.

                  (j)      Without respect to any adjustment or change in the
Purchase Price and/or the number and/or kind of securities issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the

<PAGE>   22

number and kind of securities which were expressed in the initial Right
Certificate issued hereunder.

                  (k)      Before taking any action that would cause an
adjustment reducing the Purchase Price below one thousandth of the then par
value, if any, of the Preferred Shares or below the then par value, if any, of
any other securities of the Company issuable upon exercise of the Rights, the
Company will 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 Preferred Shares or such other securities, as the case may be,
at such adjusted Purchase Price.

                  (l)      In any case in which this Section 11 otherwise
requires that an adjustment in the Purchase Price be made effective as of a
record date for a specified event, the Company may elect to defer until the
occurrence of such event the issuance to the holder of any Right exercised after
such record date the number of Preferred Shares or other securities of the
Company, if any, issuable upon such exercise over and above the number of
Preferred Shares or other 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 delivers to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
Preferred Shares or other securities upon the occurrence of the event requiring
such adjustment.

                  (m)      Notwithstanding anything in this Agreement to the
contrary, the Company will 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 its good faith judgment the Continuing Directors of
the Company determine to be advisable in order that any (i) consolidation or
subdivision of the Preferred Shares, (ii) issuance wholly for cash of Preferred
Shares at less than the current per share market price therefor, (iii) issuance
wholly for cash of Preferred Shares or securities which by their terms are
convertible into or exchangeable for Preferred Shares, (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 Shares is not taxable
to such shareholders.

                  (n)      Notwithstanding anything in this Agreement to the
contrary, in the event that the Company at any time after the Record Date and
prior to the Distribution Date (i) pays a dividend on the outstanding Common
Shares payable in Common Shares, (ii) subdivides the outstanding Common Shares,
(iii) combines the outstanding Common Shares into a smaller number of shares, or
(iv) issues any shares of its capital stock in a reclassification of the
outstanding Common Shares (including any such reclassification in connection
with a consolidation or merger in which the Company is the continuing or
surviving corporation), the number of Rights associated with each Common Share
then outstanding, or issued or delivered thereafter but prior to the
Distribution Date, will be proportionately adjusted so that the number of Rights
thereafter associated with each Common Share following any such event equals the
result obtained by multiplying the number of Rights associated with each Common
Share immediately prior to such event by a fraction the numerator of which is
the total number of Common Shares outstanding immediately prior to the
occurrence of the event and the denominator of which is the total number of
Common Shares outstanding immediately following

<PAGE>   23

the occurrence of such event. The adjustments provided for in this Section 11(n)
will be made successively whenever such a dividend is paid or such a
subdivision, combination or reclassification is effected.

         12.      Certificate of Adjusted Purchase Price or Number of
Securities. Whenever an adjustment is made as provided in Section 11 or Section
13, the Company will promptly (a) prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Preferred
Shares and the Common Shares a copy of such certificate, and (c) if such
adjustment is made after the Distribution Date, mail a brief summary of such
adjustment to each holder of a Right Certificate in accordance with Section 26.
The Rights Agent shall be fully protected in relying on any such certificate and
on any adjustment therein and shall not be obligated or responsible for
calculating any adjustment nor shall it be deemed to have knowledge of any such
adjustment unless and until it shall have received such a certificate.

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

                  (a)      In the event that:

                           (i)      at any time after a Person has become an
         Acquiring Person, the Company consolidates with, or merges with or
         into, any other Person and the Company is not the continuing or
         surviving corporation of such consolidation or merger; or

                           (ii)     at any time after a Person has become an
         Acquiring Person, any Person consolidates with the Company, or merges
         with or into the Company, and the Company is the continuing or
         surviving corporation of such merger or consolidation and, in
         connection with such merger or consolidation, all or part of the Common
         Shares is changed into or exchanged for stock or other securities of
         any other Person or cash or any other property; or

                           (iii)    at any time after a Person has become an
         Acquiring Person, the Company, directly or indirectly, sells or
         otherwise transfers (or one or more of its Subsidiaries sells or
         otherwise transfers), in one or more transactions, assets or earning
         power (including without limitation securities creating any obligation
         on the part of the Company and/or any of its Subsidiaries) representing
         in the aggregate 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 one or more of its wholly owned
         Subsidiaries;

then, and in each such case, proper provision will be made so that from and
after the latest of the Share Acquisition Date, the Distribution Date and the
date of the occurrence of such Flip-over Event (A) each holder of a Right
thereafter has the right to receive, upon the exercise thereof in accordance
with the terms of this Agreement at an exercise price per Right equal to the
product of the then-current Purchase Price multiplied by the number of one
thousandths of a Preferred Share for which a Right was exercisable immediately
prior to the Share Acquisition Date, such number of duly authorized, validly
issued, fully paid, nonassessable and freely tradeable Common Shares of the
Issuer, free and clear of any liens, encumbrances and other adverse

<PAGE>   24

claims and not subject to any rights of call or first refusal, as equals the
result obtained by (x) multiplying the then-current Purchase Price by the number
of one thousandths of a Preferred Share for which a Right is exercisable
immediately prior to the Share Acquisition Date and dividing that product by (y)
50% of the current per share market price of the Common Shares of the Issuer
(determined pursuant to Section 11(d)), on the date of the occurrence of such
Flip-over Event; (B) the Issuer will thereafter be liable for, and will assume,
by virtue of the occurrence of such Flip-over Event, all the obligations and
duties of the Company pursuant to this Agreement; (C) the term "Company" will
thereafter be deemed to refer to the Issuer; and (D) the Issuer will take such
steps (including without limitation the reservation of a sufficient number of
its Common Shares to permit the exercise of all outstanding Rights) in
connection with such consummation as may be necessary to assure that the
provisions hereof are thereafter applicable, as nearly as reasonably may be
possible, in relation to its Common Shares thereafter deliverable upon the
exercise of the Rights.

                  (b)      For purposes of this Section 13, "Issuer" means (i)
in the case of any Flip-over Event described in Sections 13(a)(i) or (ii) above,
the Person that is the continuing, surviving, resulting or acquiring Person
(including the Company as the continuing or surviving corporation of a
transaction described in Section 13(a)(ii) above), and (ii) in the case of any
Flip-over Event described in Section 13(a)(iii) above, the Person that is the
party receiving the greatest portion of the assets or earning power (including
without limitation securities creating any obligation on the part of the Company
and/or any of its Subsidiaries) transferred pursuant to such transaction or
transactions; provided, however, that, in any such case, (A) if (1) no class of
equity security of such Person is, at the time of such merger, consolidation or
transaction and has been continuously over the preceding 12-month period,
registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a
Subsidiary, directly or indirectly, of another Person, a class of equity
security of which is and has been so registered, the term "Issuer" means such
other Person; and (B) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, a class of equity security of two or more
of which are and have been so registered, the term "Issuer" means whichever of
such Persons is the issuer of the equity security having the greatest aggregate
market value. Notwithstanding the foregoing, if the Issuer in any of the
Flip-over Events listed above is not a corporation or other legal entity having
outstanding equity securities, then, and in each such case, (x) if the Issuer is
directly or indirectly wholly owned by a corporation or other legal entity
having outstanding equity securities, then all references to Common Shares of
the Issuer will be deemed to be references to the Common Shares of the
corporation or other legal entity having outstanding equity securities which
ultimately controls the Issuer, and (y) if there is no such corporation or other
legal entity having outstanding equity securities, (I) proper provision will be
made so that the Issuer creates or otherwise makes available for purposes of the
exercise of the Rights in accordance with the terms of this Agreement, a kind or
kinds of security or securities having a fair market value at least equal to the
economic value of the Common Shares which each holder of a Right would have been
entitled to receive if the Issuer had been a corporation or other legal entity
having outstanding equity securities; and (II) all other provisions of this
Agreement will apply to the issuer of such securities as if such securities were
Common Shares.

                  (c)      The Company will not consummate any Flip-over Event
if, (i) at the time of or immediately after such Flip-over Event, there are or
would be any rights, warrants, instruments or securities outstanding or any
agreements or arrangements in effect which would

<PAGE>   25

eliminate or substantially diminish the benefits intended to be afforded by the
Rights, (ii) prior to, simultaneously with or immediately after such Flip-over
Event, the shareholders of the Person who constitutes, or would constitute, the
Issuer for purposes of Section 13(a) shall have received a distribution of
Rights previously owned by such Person or any of its Affiliates or Associates,
or (iii) the form or nature of the organization of the Issuer would preclude or
limit the exercisability of the Rights. In addition, the Company will not
consummate any Flip-over Event unless the Issuer has a sufficient number of
authorized Common Shares (or other securities as contemplated in Section 13(b)
above) 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 to such consummation the Company and the Issuer have executed and
delivered to the Rights Agent a supplemental agreement providing for the terms
set forth in subsections (a) and (b) of this Section 13 and further providing
that as promptly as practicable after the consummation of any Flip-over Event,
the Issuer will:

                                    (A)      prepare and file a registration
                  statement under the Securities Act with respect to the Rights
                  and the securities issuable upon exercise of the Rights on an
                  appropriate form, and use its best efforts to cause such
                  registration statement to (1) become effective as soon as
                  practicable after such filing and (2) remain effective (with a
                  prospectus at all times meeting the requirements of the
                  Securities Act) until the Expiration Date;

                                    (B)      take all 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; and

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

                  (d)      The provisions of this Section 13 will similarly
         apply to successive mergers or consolidations or sales or other
         transfers. In the event that a Flip-over Event occurs at any time after
         the occurrence of a Flip-in Event, except for Rights that have become
         void pursuant to Section 11(a)(ii), Rights that shall not have been
         previously exercised will cease to be exercisable in the manner
         provided in Section 11(a)(ii) and will thereafter be exercisable in the
         manner provided in Section 13(a).

         14.      Fractional Rights and Fractional Securities.

                  (a)      The Company will not be required to issue fractions
of Rights or to distribute Right Certificates which evidence fractional Rights.
In lieu of such fractional Rights, the Company will pay as promptly as
practicable to the registered holders of the Right Certificates with regard to
which such fractional Rights otherwise would be issuable, an amount in cash
equal to the same fraction of the current market value of one Right. For the
purposes of this Section 14(a), the current market value of one Right is the
closing price of the Rights for the Trading Day immediately prior to the date on
which such fractional Rights otherwise would have been issuable. The closing
price for any day is 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,

<PAGE>   26

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 Directors of the Company. If the Rights are not publicly held or
are not so listed or traded, or are not the subject of available bid and asked
quotes, the current market value of one Right will mean the fair value thereof
as determined in good faith by the Directors of the Company, whose determination
will be described in a statement filed with the Rights Agent.

                  (b)      The Company will not be required to issue fractions
of Preferred Shares (other than fractions which are integral multiples of one
thousandth of a Preferred Share) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions
which are integral multiples of one thousandth of a Preferred Share). Fractions
of Preferred Shares in integral multiples of one thousandth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts
pursuant to an appropriate agreement between the Company and a depositary
selected by it, provided that such agreement provides that the holders of such
depositary receipts have all the rights, privileges and preferences to which
they are entitled as beneficial owners of the Preferred Shares represented by
such depositary receipts. In lieu of fractional Preferred Shares that are not
integral multiples of one thousandth of a Preferred Share, the Company may pay
to any Person to whom or which such fractional Preferred Shares would otherwise
be issuable an amount in cash equal to the same fraction of the current market
value of one Preferred Share. For purposes of this Section 14(b), the current
market value of one Preferred Share is the closing price of the Preferred Shares
(as determined in the same manner as set forth for Common Shares in the second
sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date
of such exercise; provided, however, that if the closing price of the Preferred
Shares cannot be so determined, the closing price of the Preferred Shares for
such Trading Day will be conclusively deemed to be an amount equal to the
closing price of the Common Shares (determined pursuant to the second sentence
of Section 11(d)(i)) for such Trading Day multiplied by one thousand (as such
number may be appropriately adjusted to reflect events such as stock splits,
stock dividends, recapitalizations or similar transactions relating to the
Common Shares occurring after the date of this Agreement); provided further,
however, that if neither the Common Shares nor the Preferred Shares are publicly
held or listed or admitted to trading on any national securities exchange, or
the subject of available bid and asked quotes, the current market value of one
Preferred Share will mean the fair value thereof as determined in good faith by
the Directors of the Company, whose determination will be described in a
statement filed with the Rights Agent.

                  (c)      Following the occurrence of a Triggering Event, the
Company will not be required to issue fractions of Common Shares or other
securities issuable upon exercise or exchange of the Rights or to distribute
certificates which evidence any such fractional securities. In lieu of issuing
any such fractional securities, the Company may pay to any Person to whom or

<PAGE>   27

which such fractional securities would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of one such security. For
purposes of this Section 14(c), the current market value of one Common Share or
other security issuable upon the exercise or exchange of Rights is the closing
price thereof (as determined in the same manner as set forth for Common Shares
in the second sentence of Section 11(d)(i)) for the Trading Day immediately
prior to the date of such exercise or exchange; provided, however, that if
neither the Common Shares nor any such other securities are publicly held or
listed or admitted to trading on any national securities exchange, or the
subject of available bid and asked quotes, the current market value of one
Common Share or such other security will mean the fair value thereof as
determined in good faith by the Directors of the Company, whose determination
will mean the fair value thereof as will be described in a statement filed with
the Rights Agent.

         15.      Rights of Action. All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under
Section 18, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the holder of any Common Shares), may in his own behalf
and for his own benefit enforce, and may institute and maintain any suit, action
or proceeding against the Company to enforce, or otherwise act in respect of,
his right to exercise the Rights evidenced by such Right Certificate in the
manner provided in such Right Certificate and in this 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 will be entitled to specific
performance of the obligations under this Agreement, and injunctive relief
against actual or threatened violations of the obligations of any Person subject
to this Agreement.

         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 are
transferable only in connection with the transfer of the Common Shares;

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

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

<PAGE>   28

                  (d)      Such holder expressly waives any right to receive any
fractional Rights and any fractional securities upon exercise or exchange of a
Right, except as otherwise provided in Section 14.

                  (e)      Notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent will 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, that the Company will use its
best efforts to have any such order, decree or ruling lifted or otherwise
overturned as soon as possible.

         17.      Right Certificate Holder Not Deemed a Shareholder. No holder,
as such, of any Right Certificate will be entitled to vote, receive dividends,
or be deemed for any purpose the holder of Preferred Shares or any other
securities of the Company which may at any time be issuable upon the exercise of
the Rights represented thereby, nor will anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of Directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions of
this Agreement or exchanged pursuant to the provisions of Section 24.

         18.      Concerning the Rights Agent.

                  (a)      The Company will pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The Company
will also indemnify the Rights Agent, its directors, officers, employees and
agents for, and hold each of them harmless against, any loss, liability, suit,
action, proceeding or expense, incurred without gross negligence, bad faith, or
willful misconduct on the part of the Rights Agent, for anything done or omitted
to be done by the Rights Agent or such other indemnified party in connection
with the acceptance and administration of this Agreement or the performance of
the Rights Agent's duties hereunder, including the costs and expenses of
defending against any claim of liability arising therefrom, directly or
indirectly.

                  (b)      The Rights Agent will be protected and will incur no
liability for or in respect of any action taken, suffered, or omitted by it in
connection with its administration of this Agreement in reliance upon any Right
Certificate or certificate evidencing Preferred Shares or Common Shares or other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or

<PAGE>   29

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.

                  (c)      The indemnity provided in this Section 18 shall
survive the expiration of the Rights and the termination of this Agreement.

         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 is a party, or any corporation succeeding to
the corporate trust business of the Rights Agent or any successor Rights Agent,
will be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 21. If at the time
such successor Rights Agent succeeds to the agency created by this Agreement any
of the Right Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and if at
that time any of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates will have the full force
provided in the Right Certificates and in this Agreement.

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

         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 Right Certificates,
by their acceptance thereof, will be bound:

                  (a)      The Rights Agent may consult with legal counsel (who
may be legal counsel for the Company), and the advice or opinion of such counsel
will 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
advice or opinion.

                  (b)      Whenever in the performance of its duties under this
Agreement the Rights Agent deems it necessary or desirable that any fact or
matter 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 any one of the Chairman, the President,
any Vice President, the Secretary or the Treasurer of the Company and delivered
to the Rights Agent,

<PAGE>   30

and such certificate will 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 will be liable hereunder only for
its own gross negligence, bad faith or willful misconduct.

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

                  (e)      The Rights Agent will not be under any responsibility
in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution and delivery hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor will it be responsible for any breach by the
Company of any covenant contained in this Agreement or in any Right Certificate;
nor will it be responsible for any adjustment required under the provisions of
Sections 11 or 13 (including any adjustment which results in Rights becoming
void) or responsible for the manner, method or amount of any such adjustment or
the ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after actual notice of any such adjustment); nor will it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of stock or other securities to be
issued pursuant to this Agreement or any Right Certificate or as to whether any
shares of stock or other securities will, when issued, be duly authorized,
validly issued, fully paid and nonassessable.

                  (f)      The Company 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
any one of the Chairman, the President, any Vice President, the Secretary or the
Treasurer of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it will 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 or for any delay in acting while awaiting
instructions. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent under this Agreement
and the date on or after which such action shall be taken or such omission shall
be effective. The Rights Agent shall not be liable for any action taken by, or
omission of, the Rights Agent in accordance with a proposal included in any such
application on or after the date specified in such application (which date shall
not be less than five Business Days after the date any officer of the Company
actually receives such application, unless any such officer shall have consented
in writing to an earlier date) unless, prior to taking any such action (or the
effective date in the date of an omission), the Rights Agent shall have received
written instructions in response to such application specifying the action to be
taken or omitted.

<PAGE>   31

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

                  (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 will 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 the Rights Agent was not grossly
negligent in the selection and continued employment thereof. The Rights Agent
will not be under any duty or responsibility to ensure compliance with any
applicable federal or state securities laws in connection with the issuance,
transfer or exchange of Right Certificates.

                  (j)      If, with respect to any Right Certificate surrendered
to the Rights Agent for exercise, transfer, split up, combination or exchange,
either (i) 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 or 2 thereof, or (ii) any other
actual or suspected irregularity exists, the Rights Agent will not take any
further action with respect to such requested exercise, transfer, split up,
combination or exchange without first consulting with the Company, and will
thereafter take further action with respect thereto only in accordance with the
Company's written instructions.

                  (k)      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.

         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 30 calendar days' notice in writing mailed to the Company and to each
transfer agent of the Preferred Shares or the Common Shares by registered or
certified mail, and to the holders of the Right Certificates by first class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30 calendar 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 Preferred
Shares and the Common Shares by registered or certified mail, and to the holders
of the Right Certificates by first class mail. If the Rights Agent resigns or is
removed or otherwise becomes incapable of acting, the Company will appoint a
successor to the Rights Agent. If the Company fails to make such appointment
within a period of 30 calendar days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who will, with such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
will be a corporation or


<PAGE>   32

other legal entity organized 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 has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million. After appointment, the successor Rights Agent will 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 will 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 will file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Preferred
Shares or the Common Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, will 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.

         22.      Issuance of New Right Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Right Certificates evidencing Rights in such form as
may be approved by its Directors to reflect any adjustment or change in the
Purchase Price per share and the number or kind of securities issuable upon
exercise of the Rights made in accordance with the provisions of this Agreement.
In addition, in connection with the issuance or sale by the Company of Common
Shares following the Distribution Date and prior to the Expiration Date, the
Company (a) will, with respect to Common Shares so issued or sold pursuant to
the exercise, exchange or conversion of securities (other than Rights) issued
prior to the Distribution Date which are exercisable or exchangeable for, or
convertible into Common Shares, and (b) may, in any other case, if deemed
necessary, appropriate or desirable by the Continuing Directors of the Company,
issue Right Certificates representing an equivalent number of Rights as would
have been issued in respect of such Common Shares if they had been issued or
sold prior to the Distribution Date, as appropriately adjusted as provided
herein as if they had been so issued or sold; provided, however, that (i) no
such Right Certificate will be issued if, and to the extent that, in its good
faith judgment the Directors of the Company determine that the issuance of such
Right Certificate could have a material adverse tax consequence to the Company
or to the Person to whom or which such Right Certificate otherwise would be
issued and (ii) no such Right Certificate will be issued if, and to the extent
that, appropriate adjustment otherwise has been made in lieu of the issuance
thereof.

         23.      Redemption.

                  (a)      Prior to the Expiration Date, the Directors of the
Company may, at their option, redeem all but not less than all of the
then-outstanding Rights at the Redemption Price at any time prior to the Close
of Business on the later of (i) the Distribution Date and (ii) Share Acquisition
Date; provided, however, if the Directors of the Company authorize redemption of
the Rights in either of the circumstances set forth in this Section 23, then
there must be Continuing Directors then in office and such authorization shall
require the concurrence of a

<PAGE>   33

majority of such Continuing Directors: (A) such authorization occurs on or after
the time a Person becomes an Acquiring Person, or (B) such authorization occurs
on or after the date of a change in a majority of the directors in office within
a two year period following a proxy or consent solicitation or solicitations if
any Person who is a participant in any such solicitation or solicitations has
stated (or, if upon the commencement of the earliest such solicitation, a
majority of the Continuing Directors of the Company has determined in good
faith) that such Person (or any of its Affiliates or Associates) intends to
take, or may consider taking, any action which would result in such Person
becoming an Acquiring Person or which would cause the occurrence of a Triggering
Event. Any such redemption will be effective immediately upon the action of the
Directors of the Company ordering the same, unless such action of the Directors
of the Company expressly provides that such redemption will be effective at a
subsequent time or upon the occurrence or nonoccurrence of one or more specified
events (in which case such redemption will be effective in accordance with the
provisions of such action of the Directors of the Company).

                  (b)      Immediately upon the effectiveness of the redemption
of the Rights as provided in Section 23(a), 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 will be to receive the Redemption
Price, without interest thereon. Promptly after the effectiveness of the
redemption of the Rights as provided in Section 23(a), the Company will publicly
announce such redemption and, within 10 calendar days thereafter, will give
notice of such redemption to the holders of the then-outstanding Rights by
mailing such notice to all such holders at their last addresses as they appear
upon the registry books of the Company; provided, however, that the failure to
give, or any defect in, any such notice will not affect the validity of the
redemption of the Rights. Any notice that is mailed in the manner herein
provided will be deemed given, whether or not the holder receives the notice.
The notice of redemption mailed to the holders of Rights will state the method
by which the payment of the Redemption Price will be made. The Company may, at
its option, pay the Redemption Price in cash, Common Shares (based upon the
current per share market price of the Common Shares (determined pursuant to
Section 11(d)) at the time of redemption), or any other form of consideration
deemed appropriate by the Directors of the Company (based upon the fair market
value of such other consideration, determined by the Directors of the Company in
good faith) or any combination thereof. The Company may, at its option, combine
the payment of the Redemption Price with any other payment being made
concurrently to holders of Common Shares and, to the extent that any such other
payment is discretionary, may reduce the amount thereof on account of the
concurrent payment of the Redemption Price. If legal or contractual restrictions
prevent the Company from paying the Redemption Price (in the form of
consideration deemed appropriate by the Directors) at the time of redemption,
the Company will pay the Redemption Price, without interest, promptly after such
time as the Company ceases to be so prevented from paying the Redemption Price.

         24.      Exchange.

                  (a)      The Directors of the Company may, at their option, at
any time after the later of the Share Acquisition Date and the Distribution
Date, exchange all or part of the then-outstanding and exercisable Rights (which
will not include Rights that have become void pursuant to the provisions of
Section 11(a)(ii)) for Common Shares at an exchange ratio of one Common Share
per Right, appropriately adjusted to reflect any stock split, stock dividend or
<PAGE>   34

similar transaction occurring after the Record Date (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Any such exchange will be
effective immediately upon the action of the Directors of the Company ordering
the same, unless such action of the Directors of the Company expressly provides
that such exchange will be effective at a subsequent time or upon the occurrence
or nonoccurrence of one or more specified events (in which case such exchange
will be effective in accordance with the provisions of such action of the
Directors of the Company). Notwithstanding the foregoing, (i) the Directors of
the Company will not be empowered to effect such exchange at any time after any
Person (other than the Company or any Related Person), who or which, together
with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the then-outstanding Common Shares and (ii) no exchange shall
be effected in the circumstances set forth in clauses (A) or (B) of the proviso
to Section 23(a) unless there are Continuing Directors then in office and such
exchange is approved by a majority of such Continuing Directors.

                  (b)      Immediately upon the effectiveness of the exchange of
any Rights as provided in Section 24(a), and without any further action and
without any notice, the right to exercise such Rights will terminate and the
only right with respect to such Rights thereafter of the holder of such Rights
will be to receive that number of Common Shares equal to the number of such
Rights held by such holder multiplied by the Exchange Ratio. Promptly after the
effectiveness of the exchange of any Rights as provided in Section 24(a), the
Company will publicly announce such exchange and, within 10 calendar days
thereafter, will give notice of such exchange to all of the holders of such
Rights at their last addresses as they appear upon the registry books of the
Rights Agent; provided, however, that the failure to give, or any defect in,
such notice will not affect the validity of such exchange. Any notice that is
mailed in the manner herein provided will be deemed given, whether or not the
holder receives the notice. Each such notice of exchange will state the method
by which the exchange of the Common Shares for Rights will be effected and, in
the event of any partial exchange, the number of Rights which will be exchanged.
Any partial exchange will be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of Section
11(a)(ii)) held by each holder of Rights.

                  (c)      In any exchange pursuant to this Section 24, the
Company, at its option, may substitute for any Common Share exchangeable for a
Right (i) equivalent common shares (as such term is used in Section 11(a)(iii)),
(ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any
combination of the foregoing, in any event having an aggregate value, as
determined in good faith by the Directors of the Company (whose determination
will be described in a statement filed with the Rights Agent), equal to the
current market value of one Common Share (determined pursuant to Section 11(d))
on the Trading Day immediately preceding the date of the effectiveness of the
exchange pursuant to this Section 24.

         25.      Notice of Certain Events.

                  (a)      If, after the Distribution Date, the Company proposes
(i) to pay any dividend payable in stock of any class to the holders of
Preferred Shares or to make any other distribution to the holders of Preferred
Shares (other than a regular periodic cash dividend), (ii) to offer to the
holders of Preferred Shares rights, options or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock of any class or any
other securities,

<PAGE>   35

rights or options, (iii) to effect any reclassification of its Preferred Shares
(other than a reclassification involving only the subdivision of outstanding
Preferred Shares), (iv) to effect any consolidation or merger into or with, 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 or more transactions,
of assets or earning power (including, without limitation, securities creating
any obligation on the part of the Company and/or any of its Subsidiaries)
representing more than 50% of the assets and earning power of the Company and
its Subsidiaries, taken as a whole, to any other Person or Persons other than
the Company or one or more of its wholly owned Subsidiaries, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay
any dividend on the Common Shares payable in Common Shares or to effect a
subdivision, combination or reclassification of the Common Shares then, in each
such case, the Company will give to each holder of a Right Certificate, to the
extent feasible and in accordance with Section 26, a notice of such proposed
action, which specifies the record date for the purposes of such stock dividend,
distribution or offering of rights, options 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 Common Shares and/or Preferred Shares, if any such date is
to be fixed, and such notice will be so given, in the case of any action covered
by clause (i) or (ii) above, at least 10 calendar days prior to the record date
for determining holders of the Preferred Shares for purposes of such action,
and, in the case of any such other action, at least 10 calendar days prior to
the date of the taking of such proposed action or the date of participation
therein by the holders of the Common Shares and/or Preferred Shares, whichever
is the earlier.

                  (b)      In case any Triggering Event occurs, then, in any
such case, the Company will as soon as practicable thereafter give to the Rights
Agent and each holder of a Right Certificate, in accordance with Section 26, a
notice of the occurrence of such event, which specifies the event and the
consequences of the event to holders of Rights.

         26.      Notices.

                  (a)      Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any Right Certificate to
or on the Company will 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:

                                    Flowers Foods, Inc.
                                    1919 Flowers Circle
                                    Thomasville, Georgia 31757
                                    Attention: G. Anthony Campbell, Esq.

                                    with a copy to:

                                    Jones, Day, Reavis & Pogue
                                    3500 SunTrust Plaza
                                    303 Peachtree Street, N.E.
                                    Atlanta, Georgia 30308-3242
                                    Attention: Robert W. Smith, Esq.

<PAGE>   36

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

                                    First Union National Bank
                                    1525 West W. T. Harris Boulevard, 3C3
                                    Charlotte, North Carolina  28288-1153
                                    Attention:  Shareholder Services Group

                  (c)      Notices or demands authorized by this Agreement to be
given or made by the Company or the Rights Agent to the holder of any Right
Certificate (or, if prior the Distribution Date, to the holder of any
certificate evidencing Common Shares) will be sufficiently given or made if sent
by first class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.

         27.      Supplements and Amendments. Subject to the penultimate
sentence of this Section 27, this Agreement may be supplemented or amended at
the times and for the purposes set forth below; provided, however, that no
proposed supplement or amendment to this Agreement shall be effective unless (i)
there are Continuing Directors and (ii) a majority of such Continuing Directors,
at a meeting of Directors duly called and held, votes in favor of the adoption
of such proposed supplement or amendment. Prior to the time at which the Rights
cease to be redeemable pursuant to Section 23, and subject to the last sentence
of this Section 27, the Company may in its sole and absolute discretion, and the
Rights Agent will if the Company so directs, supplement or amend any provision
of this Agreement in any respect without the approval of any holders of Rights
or Common Shares. From and after the time at which the Rights cease to be
redeemable pursuant to Section 23, and subject to the last sentence of this
Section 27, the Company may, and the Rights Agent will if the Company so
directs, supplement or amend this Agreement without the approval of any holders
of Rights or Common Shares 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 supplement or amend the provisions hereunder
in any manner which the Company may deem desirable; provided that no such
supplement or amendment shall adversely affect the interests of the holders of
Rights as such (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person), and no such supplement or amendment shall cause the Rights
again to become redeemable or cause this Agreement again to become
supplementable or amendable otherwise than in accordance with the provisions of
this sentence. Without limiting the generality or effect of the foregoing, this
Agreement may be supplemented or amended to provide for such voting powers for
the Rights and such procedures for the exercise thereof, if any, as the
Continuing Directors of the Company may determine to be appropriate. Upon the
delivery of a certificate that is signed by a Continuing Director and which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent will execute such supplement or amendment;
provided, however, that the failure or refusal of the Rights Agent to execute
such supplement or amendment will not affect the validity of any supplement or
amendment adopted by the Continuing Directors of the


<PAGE>   37

Company, any of which will be effective in accordance with the terms thereof.
Notwithstanding anything in this Agreement to the contrary, no supplement or
amendment may be made which decreases the stated Redemption Price to an amount
less than $.01 per Right or may change the rights or duties of the Rights Agent
under this Agreement without the execution of such supplement or amendment by
the Rights Agent.

         28.      Successors; Certain Covenants. All the covenants and
provisions of this Agreement by or for the benefit of the Company or the Rights
Agent will be binding on and inure to the benefit of their respective successors
and assigns hereunder.

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

         30.      Governing Law. This Agreement, each Right and each Right
Certificate issued hereunder will be deemed to be a contract made under the
internal substantive laws of the State of Georgia and for all purposes will be
governed by and construed in accordance with the internal substantive laws of
such State applicable to contracts to be made and performed entirely within such
State.

         31.      Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement will remain in full
force and effect and will in no way be affected, impaired or invalidated;
provided, however, that nothing contained in this Section 31 will affect the
ability of the Company under the provisions of Section 27 to supplement or amend
this Agreement to replace such invalid, void or unenforceable term, provision,
covenant or restriction with a legal, valid and enforceable term, provision,
covenant or restriction.

         32.      Descriptive Headings, Etc. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and will not
control or affect the meaning or construction of any of the provisions hereof.
Unless otherwise expressly provided, references herein to Articles, Sections and
Exhibits are to Articles, Sections and Exhibits of or to this Agreement.

         33.      Determinations and Actions by the Directors. For all purposes
of this Agreement, any calculation of the number of Common Shares outstanding at
any particular time, including for purposes of determining the particular
percentage of such outstanding Common Shares of which any Person is the
Beneficial Owner, will 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
Directors of the Company will have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Directors of the Company or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including
without limitation the right and power to (i) interpret the provisions of this
<PAGE>   38

Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including any determination as to whether
particular Rights shall have become void). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
any omission with respect to any of the foregoing) which are done or made by the
Directors of the Company in good faith will (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 Directors of the Company to any liability to any
Person, including without limitation the Rights Agent and the holders of the
Rights.

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



<PAGE>   39


         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.


[SEAL]

<TABLE>
<S>                                               <C>
                                                  FLOWERS FOODS, INC.


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


                                                  FIRST UNION NATIONAL BANK


                                                  ----------------------------------------------
                                                  Name:
                                                  Title:
</TABLE>


<PAGE>   40


                                                                       EXHIBIT A

                            PREFERENCES AND RIGHTS OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                               FLOWERS FOODS, INC.



         1.       Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock"). The number of shares constituting such series shall be
100,000 and such series shall have the rights and preferences and limitations as
set forth below.

         2.       Dividends and Distributions.

                  (i)      The holders of shares of Series A Preferred Stock, in
preference to the holders of Common Stock and of any other junior stock, shall
be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in cash
on the payment date of any quarterly dividend for the Common Stock, or if there
should be no such payment date, then on the 45th day after the end of each
fiscal quarter (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $50 or (b) subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
of the Company or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the Company shall
at any time after the date hereof declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of the preceding
sentence shall be automatically adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  (ii)     The Company shall declare a dividend or distribution
on the Series A Preferred Stock as provided in subparagraph (i) of this
paragraph 2 immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of

<PAGE>   41

Common Stock); provided that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $50 per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

                  (iii)    Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.

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

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

                  (ii)     Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Company having general voting
rights shall vote together as one voting group on all matters submitted to a
vote of shareholders of the Company.

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

<PAGE>   42

         4.       Certain Restrictions.

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

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

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

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

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

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

         5.       Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

         6.       Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be made (a) to
the holders of shares of stock

<PAGE>   43

ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $1,000 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, provided that the holders
of shares of Series A Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount to be distributed per share to holders
of Common Stock, or (b) to the holders of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Company shall at any time after the
date hereof declare or pay any dividend on Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under the proviso in clause (a) of the
preceding sentence shall be automatically adjusted by multiplying such amount by
a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         7.       Consolidation, Merger etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time after the date hereof declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         8.       No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

         9.       Rank. The Series A Preferred Stock shall rank junior with
respect to payment of dividends and on liquidation to all other series of the
Company's preferred stock outstanding on the date hereof and to all such other
series that specifically provide that they shall rank senior to the Series A
Preferred Stock.

<PAGE>   44

         10.      Amendment. The Articles of Incorporation of the Company shall
not be amended in any manner that would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of two-thirds of the
outstanding shares of Series A Preferred Stock, voting together as a single
class.






<PAGE>   45


                                                                       EXHIBIT B

                            FORM OF RIGHT CERTIFICATE

Certificate No. R-                                             __________ Rights

         NOT EXERCISABLE AFTER ______, 2011 (SUBJECT TO POSSIBLE EXTENSION AT
         THE OPTION OF THE COMPANY) OR EARLIER IF REDEEMED, EXCHANGED OR
         AMENDED. THE RIGHTS ARE SUBJECT TO REDEMPTION, EXCHANGE AND AMENDMENT
         AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
         AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS
         AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING
         PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
         TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR A TRANSFEREE THEREOF MAY
         BECOME NULL AND VOID.

                                Right Certificate

                               FLOWERS FOODS, INC.

         This certifies that _______________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions, and conditions of the
Rights Agreement, dated as of ______, 2001 (the "Rights Agreement"), between
Flowers Foods, Inc., a Georgia corporation (the "Company"), and First Union
National Bank (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M. (Eastern time) on the Expiration Date (as such term is
defined in the Rights Agreement) at the principal office or offices of the
Rights Agent designated for such purpose, one thousandth of a fully paid
nonassessable share of Series A Junior Participating Preferred Stock, par value
$100 per share (the "Preferred Shares"), of the Company, at a purchase price of
$45.00 per one thousandth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase and related Certificate duly executed. If this Right Certificate is
exercised in part, the holder will be entitled to receive upon surrender hereof
another Right Certificate or Right Certificates for the number of whole Rights
not exercised. The number of Rights evidenced by this Right Certificate (and the
number of one thousandths of a Preferred Share which may be purchased upon
exercise thereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of the date of the Rights Agreement, based on
the Preferred Shares as constituted at such date.

         As provided in the Rights Agreement, the Purchase Price and/or the
number and/or kind of securities issuable upon the exercise of the Rights
evidenced by this Right Certificate are subject to adjustment upon the
occurrence of certain events.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a

<PAGE>   46

full description of the rights, limitations of rights, obligations, duties and
immunities of the Rights Agent, the Company and the holders of the Right
Certificates, which limitations of rights include the temporary suspension of
the exercisability of the Rights under the circumstances specified in the Rights
Agreement. Copies of the Rights Agreement are on file at the above-mentioned
office of the Rights Agent and can be obtained from the Company without charge
upon written request therefor. Terms used herein with initial capital letters
and not defined herein are used herein with the meanings ascribed thereto in the
Rights Agreement.

         Pursuant to the Rights Agreement, from and after the occurrence of a
Flip-in Event, any Rights that are Beneficially Owned by (i) any Acquiring
Person (or any Affiliate or Associate of any Acquiring Person), (ii) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who
becomes a transferee after the occurrence of a Flip-in Event, or (iii) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who
became a transferee prior to or concurrently with the Flip-in Event pursuant to
either (a) a transfer from an Acquiring Person to holders of its equity
securities or to any Person with whom it has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (b) a transfer
which the Directors of the Company have determined is part of a plan,
arrangement or understanding which has the purpose or effect of avoiding certain
provisions of the Rights Agreement, and subsequent transferees of any of such
Persons, will be void without any further action and any holder of such Rights
will thereafter have no rights whatsoever with respect to such Rights under any
provision of the Rights Agreement. From and after the occurrence of a Flip-in
Event, no Right Certificate will be issued that represents Rights that are or
have become void pursuant to the provisions of the Rights Agreement, and any
Right Certificate delivered to the Rights Agent that represents Rights that are
or have become void pursuant to the provisions of the Rights Agreement will be
canceled.

         This Right Certificate, with or without other Right Certificates, may
be transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates entitling the holder to purchase a like number of one
thousandths of a Preferred Share (or other securities, as the case may be) as
the Right Certificate or Right Certificates surrendered entitled such holder (or
former holder in the case of a transfer) to purchase, upon presentation and
surrender hereof at the principal office of the Rights Agent designated for such
purpose, with the Form of Assignment (if appropriate) and the related
Certificate duly executed.

         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 or may be exchanged in whole or in part. The Rights
Agreement may be supplemented and amended by the Company, as provided therein.

         The Company is not required to issue fractions of Preferred Shares
(other than fractions which are integral multiples of one thousandth of a
Preferred Share, which may, at the option of the Company, be evidenced by
depositary receipts) or other securities issuable upon the exercise of any Right
or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares
or other securities, the Company may make a cash payment, as provided in the
Rights Agreement.

         No holder of this Right Certificate, as such, will be entitled to vote
or receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the


                                      B-2
<PAGE>   47

Company which may at any time be issuable upon the exercise of the Right or
Rights represented hereby, nor will anything contained herein or in the Rights
Agreement be construed to confer upon the holder hereof, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate have been
exercised in accordance with the provisions of the Rights Agreement.

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

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

[SEAL]

ATTEST:                                     FLOWERS FOODS, INC.



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



Countersigned:

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


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


                                      B-3
<PAGE>   48


                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

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

         FOR VALUE RECEIVED, _______________ hereby sells, assigns and transfers
unto

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

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

Dated:  __________, ____


                                                    ---------------------------
                                                    Signature
Signature Guaranteed:


                                      B-4
<PAGE>   49


                                   CERTIFICATE

         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1)      the Rights evidenced by this Right Certificate [ ] are [ ] are
not being sold, assigned, transferred, split up, combined or exchanged by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or
Associate of any such Person (as such terms are defined in the Rights
Agreement);

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

Dated:  __________, ____


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


                                      B-5
<PAGE>   50


                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                         exercise the Right Certificate)

To Flowers Foods, Inc.:

         The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Right Certificate to purchase the one thousandths of a
Preferred Share or other securities issuable upon the exercise of such Rights
and requests that certificates for such securities be issued in the name of and
delivered to:

Please insert social security
or other identifying number:
                            ----------------------------------------------------

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

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

If such number of Rights is not all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
will 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:


                                      B-6
<PAGE>   51


                                   CERTIFICATE

         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1)      the Rights evidenced by this Right 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 Person (as such terms are
defined pursuant to the Rights Agreement);

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

Dated:  __________, ____

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



                                     NOTICE

         SIGNATURES ON THE FOREGOING FORM OF ASSIGNMENT AND FORM OF ELECTION TO
PURCHASE AND IN THE RELATED CERTIFICATES MUST CORRESPOND TO THE NAME AS WRITTEN
UPON THE FACE OF THIS RIGHT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

         SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE PROGRAM) PURSUANT TO RULE 17AD-15
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


                                      B-7
<PAGE>   52


                                                                       EXHIBIT C

                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

         The Directors (the "Directors") of Flowers Foods, Inc. (the "Company")
have declared a dividend distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $.01 per share (the "Common
Shares"), of the Company. The distribution is payable on ______, 2001 (the
"Record Date") to the shareholders of record as of the close of business on the
Record Date. Each Right entitles the registered holder thereof to purchase from
the Company one thousandth of a share of Series A Junior Participating Preferred
Stock, par value $100 per share (the "Preferred Shares"), of the Company at a
price (the "Purchase Price") of $45.00 per one thousandth of a Preferred Share,
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement, dated as of ______, 2001 (the "Rights Agreement"), between
the Company and First Union National Bank, as Rights Agent (the "Rights Agent").

         Under the Rights Agreement, the Rights will be evidenced by the
certificates evidencing Common Shares until the earlier (the "Distribution
Date") of: (i) the close of business on the tenth calendar day following the
first date (the "Share Acquisition Date") of public announcement that a person
or group (other than the Company, a subsidiary or employee benefit or stock
ownership plan of the Company or any of its affiliates or associates), together
with its affiliates and associates, has acquired beneficial ownership of 15% or
more of the outstanding Common Shares (any such person or group being
hereinafter called an "Acquiring Person") or (ii) the close of business on the
tenth business day (or such later date as may be specified by the Directors)
following the commencement of a tender offer or exchange offer by a person
(other than the Company, a subsidiary or employee benefit or stock ownership
plan of the Company or any of its affiliates or associates), the consummation of
which would result in beneficial ownership by such person of 15% or more of the
outstanding Common Shares.

         The Rights Agreement provides that, until the Distribution Date, the
Rights may be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
any certificate evidencing Common Shares of the Company issued upon transfer or
new issuance of the Common Shares will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), the surrender for transfer of
any certificates evidencing Common Shares will also constitute the transfer of
the Rights associated with such certificates. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of Common Shares as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights. No Right is exercisable at any time prior to the
Distribution Date. The Rights will expire on the tenth anniversary of the Record
Date (the "Final Expiration Date") unless earlier redeemed, exchanged or amended
by the Company as described below. Until a Right is exercised, the holder
thereof, as such, will have no rights as a shareholder of the Company, including
the right to vote or to receive dividends.

         The Purchase Price payable, and the number of the Preferred Shares or
other securities issuable, upon exercise of the Rights will be subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification


                                      C-1
<PAGE>   53


of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of
certain rights or warrants to subscribe for or purchase the Preferred Shares at
a price, or securities convertible into the Preferred Shares with a conversion
price, less than the then-current market price of the Preferred Shares, or (iii)
upon the distribution to holders of the Preferred Shares of evidences of
indebtedness, cash (excluding regular periodic cash dividends), assets, stock
(excluding dividends payable in the Preferred Shares) or subscription rights or
warrants (other than those referred to above). The number of outstanding Rights
and the number of one thousandths of the Preferred Shares issuable upon exercise
of each Right will be subject to adjustment in the event of a stock dividend on
the Common Shares payable in Common Shares or a subdivision, combination or
reclassification of Common Shares occurring, in any such case, prior to the
Distribution Date.

         Rights will be exercisable to purchase Preferred Shares only after the
Distribution Date occurs and prior to the occurrence of a Flip-in Event as
described below. A Distribution Date resulting from the commencement of a tender
offer or exchange offer described in clause (ii) of the second paragraph of this
summary could precede the occurrence of a Flip-in Event and thus result in the
Rights being exercisable to purchase Preferred Shares. A Distribution Date
resulting from any occurrence described in clause (i) of the second paragraph of
this summary would necessarily follow the occurrence of a Flip-in Event and thus
result in the Rights being exercisable to purchase Common Shares or other
securities as described below.

         Under the Rights Agreement, in the event (a "Flip-in Event") that (i)
any person or group, together with its affiliates and associates, becomes an
Acquiring Person (ii) any Acquiring Person or any affiliate or associate thereof
merges into or combines with the Company and the Company is the surviving
corporation, (iii) any Acquiring Person or any affiliate or associate thereof
effects certain other transactions with the Company, or (iv) during such time as
there is an Acquiring Person the Company effects certain transactions, in each
case as described in the Rights Agreement, then, in each such case, proper
provision will be made so that from and after the latest of the Share
Acquisition Date, the Distribution Date and the date of the occurrence of such
Flip-in Event each holder of a Right, other than Rights that are or were owned
beneficially by an Acquiring Person (which, from and after the date of a Flip-in
Event, will be void), will have the right to receive, upon exercise thereof at
the then-current exercise price of the Right, that number of Common Shares (or,
under certain circumstances, an economically equivalent security or securities
of the Company) that at the time of such Flip-in Event have a market value of
two times the exercise price of the Right.

         In the event (a "Flip-over Event") that, at any time after a person has
become an Acquiring Person, (i) the Company merges with or into any person and
the Company is not the surviving corporation, (ii) any person merges with or
into the Company and the Company is the surviving corporation, but all or part
of the Common Shares are changed or exchanged for stock or other securities of
any other person or cash or any other property, or (iii) 50% or more of the
Company's assets or earning power, including securities creating obligations of
the Company, are sold, in each case as described in the Rights Agreement, then,
and in each such case, proper provision will be made so that from and after the
latest of the Share Acquisition Date, the Distribution Date and the date of the
occurrence of such Flip-over Event, each holder of a Right, other than Rights
which have become void, will thereafter have the right to receive, upon the
exercise thereof at the then-current exercise price of the Right, that number of
shares of common


                                      C-2
<PAGE>   54

stock (or, under certain circumstances, an economically equivalent security or
securities) of such other person that at the time of such Flip-over Event have a
market value of two times the exercise price of the Right.

         From and after the later of the Share Acquisition Date and the
Distribution Date, Rights (other than any Rights that have become void) will be
exercisable as described above, upon payment of the aggregate exercise price in
cash. In addition, at any time after the later of the Share Acquisition Date and
the Distribution Date and prior to the acquisition by any person or group of
affiliated or associated persons of 50% or more of the outstanding Common
Shares, the Company may exchange the Rights (other than any rights that have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment). Notwithstanding the foregoing, a majority of the
continuing directors on the Board (defined to include incumbent Directors of the
Company and their successors who are nominated for election by a majority of the
incumbent Directors, but specifically excluding representatives of Acquiring
Persons) must concur with the exchange of any of the Rights on or following the
date (i) a person becomes an Acquiring Person or (ii) a majority of the Board is
replaced due to the actions of any person or persons who may become an Acquiring
Person or who may cause a Flip-in Event of Flip-over Event.

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment in the Purchase
Price of at least 1%. The Company will not be required to issue fractional
Preferred Shares (other than fractions that are integral multiples of one
thousandth of a Preferred Share, which may, at the option of the Company, be
evidenced by depositary receipts) or fractional Common Shares or other
securities issuable upon the exercise of Rights. In lieu of issuing such
securities, the Company may make a cash payment, as provided in the Rights
Agreement.

         The Company may, at its option, redeem the Rights in whole, but not in
part, at a price of $.01 per Right, subject to adjustment (the "Redemption
Price"), at any time prior to the close of business on the later of the
Distribution Date and the Share Acquisition Date. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
Notwithstanding the foregoing, a majority of the continuing directors on the
Board (defined to include incumbent Directors of the Company and their
successors who are nominated for election by a majority of the incumbent
Directors, but specifically excluding representatives of Acquiring Persons) must
concur with the redemption of the Rights on or following the date (i) a person
becomes an Acquiring Person or (ii) a majority of the Board is replaced due to
the actions of any person or persons who may become an Acquiring Person or who
may cause a Flip-in Event of Flip-over Event.

         The Rights Agreement may be amended in certain instances so long as
there are Continuing Directors and a majority of such Continuing Directors votes
in favor of the proposed amendment. The Rights Agreement may be amended without
the approval of any holders of Rights Certificates, including amendments that
increase or decrease the Purchase Price, that add other events requiring
adjustment to the Purchase Price payable and the number of the Preferred Shares
or other securities issuable upon the exercise of the Rights or that modify
procedures relating to the redemption of the Rights, except that no amendment
may be made that decreases the stated Redemption Price to an amount less than
$.01 per Right.


                                      C-3
<PAGE>   55

         The Directors will have the exclusive power and authority to administer
the Rights Agreement and to exercise all rights and powers specifically granted
to the Directors or to the Company therein, or as may be necessary or advisable
in the administration of the Rights Agreement, including without limitation the
right and power to interpret the provisions of the Rights Agreement and to make
all determinations deemed necessary or advisable for the administration of the
Rights Agreement (including any determination to redeem or not redeem the Rights
or to amend or not amend the Rights Agreement). All such actions, calculations,
interpretations and determinations (including any omission with respect to any
of the foregoing) which are done or made by the Directors in good faith will be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties and will not subject the Directors to any
liability to any person, including without limitation the Rights Agent and the
holders of the Rights.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 10. A copy
of the Rights Agreement is available free of charge from the Company.

         This summary description of the Rights is as of the Record Date, does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by this reference.


                                      C-4