<PAGE>   1
                                                                     Exhibit 4.4



                                                                         [DRAFT]

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








                                RIGHTS AGREEMENT



                              Dated as of [ ], 2001


                                     Between


                               AGERE SYSTEMS INC.


                                       and


                              THE BANK OF NEW YORK

                                  Rights Agent






================================================================================
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
SECTION 1.  Certain Definitions.......................................      1

SECTION 2.  Appointment of Rights Agent...............................      7

SECTION 3.  Issue of Right Certificates...............................      7

SECTION 4.  Form of Right Certificates................................     10

SECTION 5.  Countersignature and Registration.........................     10

SECTION 6.  Transfer, Split Up, Combination and
            Exchange of Right Certificates; Mutilated,
            Destroyed, Lost or Stolen Right
            Certificates..............................................     11

SECTION 7.  Exercise of Rights; Purchase Price;
            Expiration Date of Rights.................................     12

SECTION 8.  Cancellation and Destruction of Right
            Certificates..............................................     13

SECTION 9.  Availability of Preferred Shares..........................     14

SECTION 10. Preferred Shares Record Date..............................     15

SECTION 11. Adjustment of Purchase Price, Number
            of Shares or Number of Rights.............................     16

SECTION 12. Certificate of Adjusted Purchase
            Price or Number of Shares.................................     26

SECTION 13. Consolidation, Merger or Sale or
            Transfer of Assets or Earning Power.......................     26

SECTION 14. Fractional Rights and Fractional Shares...................     31

SECTION 15. Rights of Action..........................................     33

SECTION 16. Agreement of Right Holders................................     33

SECTION 17. Right Certificate Holder Not Deemed a
            Stockholder...............................................     34

SECTION 18. Concerning the Rights Agent...............................     34
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                       <C>
SECTION 19. Merger or Consolidation or Change of
            Name of Rights Agent......................................     35

SECTION 20. Duties of Rights Agent....................................     35

SECTION 21. Change of Rights Agent....................................     38

SECTION 22. Issuance of New Right Certificates........................     39

SECTION 23. Redemption................................................     39

SECTION 24. Exchange..................................................     40

SECTION 25. Notice of Certain Events..................................     42

SECTION 26. Notices...................................................     43

SECTION 27. Supplements and Amendments................................     44

SECTION 28. Successors................................................     45

SECTION 29. Benefits of this Agreement................................     45

SECTION 30. Severability..............................................     45

SECTION 31. Governing Law.............................................     45

SECTION 32. Counterparts..............................................     45

SECTION 33. Descriptive Headings......................................     46
</TABLE>


Exhibit A - Form of Certificate of Designations

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Preferred Shares
<PAGE>   4
                  RIGHTS AGREEMENT (the "Agreement"), dated as of [ ], 2001,
               between AGERE SYSTEMS INC., a Delaware corporation (the
               "Company"), and THE BANK OF NEW YORK, as Rights Agent (the
               "Rights Agent").


            The board of directors of the Company (the "Board of Directors") has
authorized and declared a dividend of one Class B Right (as hereinafter defined)
for each share of Class B Common Stock, par value $.01 per share, (the "Class B
Common Stock") of the Company outstanding on [ ], 2001 (the "Record Date"), and
has further authorized and directed the issuance of one Class A Right (as
hereinafter defined) and one Class B Right (the Class A Rights and Class B
Rights together, the "Rights") (subject to adjustment as provided herein) with
respect to each share of Class A Common Stock, par value $.01 per share, (the
"Class A Common Stock"), and Class B Common Stock, respectively, that shall
become outstanding between the Record Date and the earlier of the Distribution
Date and the Expiration Date (as such terms are hereinafter defined); provided,
however, that Rights may be issued with respect to Common Shares (as hereinafter
defined) that shall become outstanding after the Distribution Date and prior to
the Expiration Date in accordance with Section 22.

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

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

            (a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of (A) 10% or more of the shares of Class A Common Stock then outstanding, (B)
10% or more of the shares of Class B Common Stock then outstanding, or (C)
Common Shares which have the right to cast 10% or more of the votes that may be
cast by all outstanding shares for the election of directors of the Company, but
shall not include (i) the Company, any Subsidiary of the Company, any employee
benefit or compensation plan of the Company or of any Subsidiary of the Company,
or any Person holding Common Shares for or pursuant to the terms of any such
plan, or prior to the Spinoff Date, any Lucent Entity (each, an "Exempt Person")
or (ii) any such Person who has become and is the Beneficial Owner of shares of
capital stock of the Company that meet the
<PAGE>   5
                                                                               2


requirements set forth in (A), (B), or (C) solely as a result of (AA) the
acquisition by such Person or one or more of its Affiliates or Associates of
Beneficial Ownership of additional Common Shares if such acquisition was made in
the good faith belief that such acquisition would not (x) cause the Beneficial
Ownership by such Person, together with its Affiliates and Associates, to meet
the requirements set forth in (A), (B), or (C) at the time of such acquisition
and such good faith belief was based on the good faith reliance on information
contained in publicly filed reports or documents of the Company that are
inaccurate or out-of- date or (y) otherwise cause a Distribution Date or the
adjustment provided for in Section 11(a) to occur or (BB) the acquisition by
such Person or one or more of its Affiliates or Associates of Beneficial
Ownership of additional Common Shares of the Company if the Board of Directors
determines that such acquisition was made in good faith without the knowledge by
such Person or Affiliates or Associates that such Person would thereby become an
Acquiring Person, which determination of the Board of Directors shall be
conclusive and binding on such Person, the Rights Agent, the holders of the
Rights and all other Persons. Notwithstanding the foregoing, if any Person that
is not an Acquiring Person due to (ii)(AA) or (ii)(BB) of the prior sentence
does not reduce its percentage of Beneficial Ownership of Common Shares of the
Company to less than that which meets the requirements set forth in (A), (B), or
(C) by the Close of Business on the tenth calendar day after notice from the
Company (the date of notice being the first day) that such Person's Beneficial
Ownership of Common Shares would make it an Acquiring Person, such Person shall,
at the end of such ten calendar day period, become an Acquiring Person (and such
clause (ii)(AA) or (ii)(BB) shall no longer apply to such Person). For purposes
of this definition, the determination whether any Person acted in "good faith"
shall be conclusively determined by the Board of Directors. Notwithstanding
anything in this definition of Acquiring Person to the contrary, no Person shall
become an "Acquiring Person" as the result of an acquisition of Common Shares by
the Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to that which
meets the requirements set forth in (A), (B), or (C); provided, however, that if
a Person shall become the Beneficial Owner of Common Shares that meet the
requirements set forth in (A), (B), or (C) by reason of share acquisitions by
the Company and shall, after such share acquisitions by the Company, become the
Beneficial owner of any additional Common Shares of the Company (other than
pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Shares or pursuant to a split or
<PAGE>   6
                                                                               3

subdivision of the outstanding Common Shares), then such Person shall be deemed
to be an "Acquiring Person" unless upon becoming the Beneficial Owner of such
additional Common Shares such Person does not beneficially own Common Shares
that meet the requirements set forth in (A), (B), or (C).

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

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

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

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

            (B) which such Person or any of such Person's Affiliates or
      Associates has (1) the right to acquire (whether such right is exercisable
      immediately or only after the passage of time) pursuant to any agreement,
      arrangement or understanding (other than customary agreements with and
      between underwriters and selling group members with respect to a bona fide
      public offering of securities), or upon the exercise of conversion rights,
      exchange rights, rights (other than these Rights), warrants or options, or
      otherwise; provided, however, that a Person shall not be deemed the
      Beneficial Owner of, or to beneficially own, securities tendered pursuant
      to a tender or exchange offer made by 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 (2) the right to vote, or the
      right to direct the vote, pursuant to any agreement, arrangement or
      understanding; provided, however, that a Person shall not be deemed the
      Beneficial Owner of, or to beneficially own, any security, if the
      agreement, arrangement or understanding to vote, or direct the vote of,
      such security (x) arises solely from a revocable proxy or consent given to
      such Person in response to a public proxy or consent solicitation made
      pursuant to, and in accordance with, the applicable rules and regulations
      promulgated under the Exchange
<PAGE>   7
                                                                               4

      Act and (y) is not also then reportable on Schedule 13D under the Exchange
      Act (or any comparable or successor report); or

            (C) which are beneficially owned, directly or indirectly, by any
      other Person with which such Person or any of such Person's Affiliates or
      Associates has any agreement, arrangement or understanding (other than
      customary agreements with and between underwriters and selling group
      members with respect to a bona fide public offering of securities) for the
      purpose of acquiring, holding, voting (except to the extent contemplated
      by the proviso to Section 1(d)(i)(B)(2)) or disposing of such securities
      of the Company provided, however, that no Person who is an officer,
      director or employee of an Exempt Person shall be deemed, solely by reason
      of such Person's status or authority as such, to be the "Beneficial Owner"
      of, to have "Beneficial Ownership" of or to "beneficially own" any
      securities that are "beneficially owned" (as defined in this Section
      1(d)), including, without limitation, in a fiduciary capacity, by an
      Exempt Person or by any other such officer, director or employee of an
      Exempt Person.

            (ii) Notwithstanding anything in this definition of Beneficial
Ownership to the contrary (A) no Person (and no Affiliate or Associate of any
Person) shall at any time prior to the Spinoff Date be deemed to be the
"Beneficial Owner" of or to "beneficially own" any securities if such Person is
the Beneficial Owner of or "beneficially owns" such securities as a result of
one or more agreements, arrangements or understandings with any Lucent Entity
(whether or not the Company or any other Person is a party thereto) and if such
Person would not be the Beneficial Owner of or "beneficially own" such
securities if such agreements, arrangements or understandings were not then in
effect and (B) the phrase "then outstanding", when used with reference to a
Person's Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person
would be deemed to own beneficially hereunder.

            (e) "Board of Directors" shall have the meaning set forth in the
preamble hereof.

            (f) "Business Day" shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in New York are authorized or
obligated by law or executive order to close.
<PAGE>   8
                                                                               5

            (g) "Book-Entry" shall mean an uncertified book-entry for the
Company's Common Stock.

            (h) "Class A Common Stock" shall have the meaning set forth in the
preamble hereof.

            (i)"Class A Right" shall represent the right to purchase one
one-thousandth of a Preferred Share, upon the terms and subject to the
conditions herein set forth.

            (j)"Class A Rights Certificate" shall have the meaning set forth in
Section 3(a) hereof.

            (k) "Class B Common Stock" shall have the meaning set forth in the
preamble hereof.

            (l)"Class B Right" shall represent the right to purchase one
one-thousandth of a Preferred Share, upon the terms and subject to the
conditions herein set forth.

            (m)"Class B Rights Certificate" shall have the meaning set forth in
Section 3(a) hereof.

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

            (o) "Common Shares" when used with reference to the Company shall
mean the Class A Common Stock and the Class B Common Stock. "Common Shares" when
used with reference to any Person other than the Company shall mean the capital
stock (or equity interest) with the greatest voting power of such other Person
or, if such other Person is a Subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.

            (p) "Company" shall have the meaning set forth in the preamble
hereof.

            (q) "Current Per Share Market Price" shall have the meaning set
forth in Section 11(d)(i) hereof.

            (r) "Distribution Date" shall have the meaning set forth in Section
3 hereof.

            (s) "equivalent preferred shares" shall have the meaning set forth
in Section 11(b) hereof.
<PAGE>   9
                                                                               6

            (t) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

            (u) "Exchange Ratio" shall have the meaning set forth in Section
24(a) hereof.

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

            (w) "Lucent" shall mean Lucent Technologies Inc., a Delaware
corporation.

            (x) "Lucent Entity" shall mean Lucent or any Affiliate or Associate
of Lucent.

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

            (z) "Preferred Shares" shall mean shares of Series A Junior
Participating Preferred Stock, par value $1.00 per share, of the Company having
the rights and preferences set forth in the Form of Certificate of Designations
attached to this Agreement as Exhibit A.

            (aa) "Purchase Price" shall have the meaning set forth in Section
7(b) hereof.

            (bb) "Record Date" shall have the meaning set forth in the preamble
hereof.

            (cc) "Redemption Date" shall have the meaning set forth in Section
7(a) hereof.

            (dd) "Redemption Price" shall have the meaning set forth in Section
23(a) hereof.

            (ee) "Right" shall have the meaning set forth in the preamble
hereof.

            (ff) "Right Certificates" shall mean the Class A Right Certificates
and the Class B Right Certificates.

            (gg) "Rights Agent" shall have the meaning set forth in the preamble
hereof.

            (hh) "Security" shall have the meaning set forth in Section 11(d)
hereof.
<PAGE>   10
                                                                               7

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

            (jj) "Spinoff Date" means the time at which Lucent shall distribute
all the Common Shares of the Company it owns to its stockholders pursuant to the
Separation and Distribution Agreement by and among the Company and Lucent, dated
as of February 1, 2001, as amended, modified or supplemented from time to time.

            (kk) "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

            (ll) "Summary of Rights" shall have the meaning set forth in Section
3(b) hereof.

            (mm) "Trading Day" shall have the meaning set forth in Section 11(d)
hereof.

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

            SECTION 3. Issue of Right Certificates. (a) Until the Close of
Business on the earlier of (i) the tenth day after the Shares Acquisition Date
or (ii) such date, if any, as may be designated by the Board of Directors
following the commencement of, or first public disclosure of an intent to
commence, a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit or compensation plan of the
Company or of any Subsidiary of the Company, any Person holding Common Shares
for or pursuant to the terms of any such plan, or prior to the Spinoff Date, any
Lucent Entity) for outstanding Common Shares, if upon consummation of such
tender or exchange offer such Person would be the Beneficial Owner of (A) 10% or
more of the shares of Class A Common
<PAGE>   11
                                                                               8

Stock then outstanding, (B) 10% or more of the shares of Class B Common Stock
then outstanding, or (C) Common Shares which have the right to cast 10% or more
of the votes that may be cast by all outstanding shares for the election of
directors of the Company (the earlier of such dates being herein referred to as
the "Distribution Date"), (x) the Rights will be evidenced by the Book-Entries,
or certificates for, Common Shares registered in the name of the holders of
Common Shares (together with, in the case of Book-Entries representing, or the
certificates for, Common Shares outstanding as of the Record Date, the Summary
of Rights) and not by separate Book-Entries or Rights Certificates and the
record holders of the Common Shares represented by such Book-Entries or
certificates shall be the record holders of the Rights represented thereby, and
(y) the Rights will be transferable only in connection with the transfer of
Common Shares. Until the Distribution Date (or, if earlier, the Expiration
Date), transfer on the Company's stock ownership records of any Common Shares
represented by a Book-Entry or the surrender for transfer of any certificate for
Common Shares shall constitute the surrender for transfer of the Right or Rights
associated with the Company Stock evidenced thereby, whether or not accompanied
by a copy of the Summary of Rights.

            (b) On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in
substantially the form of Exhibit D hereto (the "Summary of Rights"), 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.

            (c) Rights shall be issued in respect of all Common Shares issued or
disposed of (including, without limitation, upon disposition of Common Shares
out of treasury stock or issuance or reissuance of Common Shares out of
authorized but unissued shares) after the Record Date but prior to the earlier
of the Distribution Date and the Expiration Date (including an issuance of Class
A Common Stock upon the conversion, whether automatic or voluntary, of Class B
Common Stock into Class A Common Stock), or in certain circumstances provided in
Section 22 hereof, after the Distribution Date. Certificates for Class A Common
Stock and confirmations evidencing Book-Entries which become outstanding
(including, without limitation, reacquired Class A Common Stock referred to in
the penultimate sentence of this paragraph (c)) after the Record Date but prior
to the earliest of the Distribution Date, the Redemption Date or the Final
Expiration Date, shall also be deemed to be
<PAGE>   12
                                                                               9

certificates for the associated Class A Rights, and shall have impressed on,
printed on, written on or otherwise affixed to them the following legend:

      This certificate also evidences and entitles the holder hereof to certain
      Class A Rights as set forth in a Rights Agreement between Agere Systems
      Inc. and The Bank of New York, dated as of __________, 2001, as amended
      from time to time (the "Rights Agreement"), the terms of which are hereby
      incorporated herein by reference and a copy of which is on file at the
      principal executive offices of Agere Systems Inc. Under certain
      circumstances, as set forth in the Rights Agreement, such Class A Rights
      will be evidenced by separate certificates and will no longer be evidenced
      by this certificate. Agere Systems Inc. will mail to the holder of this
      certificate a copy of the Rights Agreement without charge after receipt of
      a written request therefor. Under certain circumstances, as set forth in
      the Rights Agreement, Class A Rights owned by or transferred to any Person
      who is or becomes an Acquiring Person (as defined in the Rights Agreement)
      and certain transferees thereof will become null and void and will no
      longer be transferable.

Certificates for Class B Common Stock and confirmations evidencing Book-Entries
which become outstanding (including, without limitation, reacquired Class B
Common Stock referred to in the penultimate sentence of this paragraph (c))
after the Record Date but prior to the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date, shall also be deemed to be
certificates for the associated Class B Rights, and shall have impressed on,
printed on, written on or otherwise affixed to them the following legend:

      This certificate also evidences and entitles the holder hereof to certain
      Class B Rights as set forth in a Rights Agreement between Agere Systems
      Inc. and The Bank of New York, dated as of __________, 2001, as amended
      from time to time (the "Rights Agreement"), the terms of which are hereby
      incorporated herein by reference and a copy of which is on file at the
      principal executive offices of Agere Systems Inc. Under certain
      circumstances, as set forth in the Rights Agreement, such Class B Rights
      will be evidenced by separate certificates and will no longer be evidenced
      by this certificate. Agere Systems Inc.
<PAGE>   13
                                                                              10

      will mail to the holder of this certificate a copy of the Rights Agreement
      without charge after receipt of a written request therefor. Under certain
      circumstances, as set forth in the Rights Agreement, Class B Rights owned
      by or transferred to any Person who is or becomes an Acquiring Person (as
      defined in the Rights Agreement) and certain transferees thereof will
      become null and void and will no longer be transferable.

With respect to such certificates containing the foregoing legends, until the
Distribution Date, the Rights associated with the Common Shares represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate, except as otherwise provided
herein, shall also constitute the transfer of the Rights associated with the
Common Shares represented thereby. 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 shall be deemed
canceled and retired so that the Company shall not be entitled to exercise any
Rights associated with the Common Shares which are no longer outstanding.

Notwithstanding this paragraph (c), the omission of a legend shall not affect
the enforceability of any part of this Agreement or the rights of any holder of
the Rights (other than any Acquiring Person or any Associate or Affiliate of an
Acquiring Person).

            (d) As soon as practicable after the Distribution Date, the Company
will prepare and execute, the Rights Agent will countersign, and the Company
will send or cause to be sent (and the Rights Agent will, if requested, send) by
first-class, postage-prepaid mail, to each record holder of Common Shares as of
the Close of Business on the Distribution Date (other than any Acquiring Person
or any Associate or Affiliate of an Acquiring Person), at the address of such
holder shown on the records of the Company, a Right Certificate, in
substantially the form of Exhibit B and Exhibit C, evidencing one Right (subject
to adjustment as provided herein) for each Common Share so held. From and after
the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

            SECTION 4. Form of Right Certificates. The Right Certificates (and
the forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially the same as Exhibit B and Exhibit C
hereto and may have such marks of identification or
<PAGE>   14
                                                                              11

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 automated quotation system on which the Rights may from
time to time be listed, or to conform to usage. Subject to the provisions of
this Agreement, the Right Certificates shall entitle the holders thereof to
purchase such number of one one-thousandths of a Preferred Share as shall be set
forth therein at the Purchase Price, but the number of such one one-thousandths
of a Preferred Share and the Purchase Price shall be subject to adjustment as
provided herein.

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

            Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office, books for registration and transfer of the
Right Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates and the date of
each of the Right Certificates.
<PAGE>   15
                                                                              12

            SECTION 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of this Agreement, at any time after the Distribution Date,
and at or prior to the Close of Business on the Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof) may be
transferred, split up, combined, or exchanged for another Right Certificate or
other Right Certificates entitling the registered holder to purchase a like
number of one one- thousandths of a Preferred Share as the Right Certificate or
Right Certificates surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any Right
Certificate or Right Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the principal
office of the Rights Agent. Thereupon the Rights Agent shall countersign and
deliver to the Person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates.

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

            SECTION 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered holder of
any Right Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein), in whole or in part, at any time after the
Distribution Date, upon surrender of the Right Certificate, with the form of
<PAGE>   16
                                                                              13

election to purchase on the reverse side thereof duly executed, to the Rights
Agent at the principal office of the Rights Agent, together with payment of the
Purchase Price for each one one-thousandth of a Preferred Share (or other
securities, cash or other assets, as the case may be) as to which the Rights are
exercised, at any time which is both after the Distribution Date and prior to
the time (the "Expiration Date") that is the earliest of (i) the Close of
Business on __________, 2011 (the "Final Expiration Date"), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the "Redemption
Date"), or (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof.

            (b) The Purchase Price for each one one- thousandth of a Preferred
Share purchasable pursuant to the exercise of a Right shall initially be
$100.00, and the Purchase Price and the number of one one-thousandth of a share
of Preferred Share or other securities or property to be acquired upon exercise
of a Right shall be subject to adjustment from time to time as provided in
Section 11 or 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below.

            (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable transfer tax
required to be paid by the holder of such Right Certificate in accordance with
Section 9 hereof by certified check, cashier's check or money order payable to
the order of the Company, the Rights Agent shall thereupon promptly (i)(A)
requisition from any transfer agent of the Preferred Shares, or make available
if the Rights Agent is the transfer agent for the Preferred Shares, certificates
for the number of Preferred Shares to be purchased and the Company hereby
irrevocably authorizes any such transfer agent to comply with all such requests,
or (B) requisition from the depositary agent appointed by the Company depositary
receipts representing interests in such number of one one-thousandths of a
Preferred Share as are to be purchased (in which case certificates for the
Preferred Shares represented by such receipts shall be deposited by the transfer
agent of the Preferred Shares with such depositary agent) and the Company hereby
directs such depositary agent to comply with such request; (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 hereof; (iii)
promptly after receipt of such certificates or depositary receipts, cause
<PAGE>   17
                                                                              14

the same to be delivered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be designated by such
holder; and (iv) when appropriate, after receipt, promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate.

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

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


            SECTION 8. Cancelation and Destruction of Right Certificates. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancelation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancelation and retirement, and the Rights Agent shall so cancel and
retire, any other Right Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
canceled Right Certificates to the Company, or shall, at the written request of
the Company, destroy such canceled Right Certificates, and, in such case, shall
deliver a certificate of destruction thereof to the Company.
<PAGE>   18
                                                                              15

            SECTION 9. Availability of Preferred Shares. (a) The Company
covenants and agrees that 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, the 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 issuable upon the exercise of
Rights may be listed or admitted to trading on any national securities exchange,
or quoted on NASDAQ, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares reserved for such
issuance to be listed or admitted to trading on such exchange, or quoted on
NASDAQ, upon official notice of issuance upon such exercise.

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

            (d) The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Preferred Shares delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such
Preferred Shares (subject to payment of the Purchase Price), be duly
<PAGE>   19
                                                                              16

and validly authorized and issued and fully paid and nonassessable shares.

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

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

            SECTION 11. Adjustment of Purchase Price, Number and Kind of Shares
or Number of Rights. The Purchase Price, the number of Preferred Shares or other
securities or property purchasable upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.
<PAGE>   20
                                                                              17

            (a) (i) In the event the Company shall at any time after the date of
this Agreement (A) declare and pay a dividend on the Preferred Shares payable in
Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue 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 number and kind of
shares of capital stock issuable upon exercise of a Right at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the
holder of any Right exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred
Shares transfer books of the Company were open, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right.

            (ii) Subject to Section 24 of this Agreement, in the event any
      Person becomes an Acquiring Person, each holder of a Class A Right and
      each holder of a Class B Right, respectively, except as otherwise provided
      in this Agreement, shall thereafter have a right to receive, upon exercise
      thereof at a price equal to the then current Purchase Price multiplied by
      the number of one one-thousandths of a Preferred Share for which a Right
      is then exercisable, in accordance with the terms of this Agreement and in
      lieu (in both cases) of Preferred Shares, such number of shares of Class A
      Common Stock and Class B Common Stock, respectively, of the Company as
      shall equal the result obtained by (A) multiplying the then current
      Purchase Price by the number of one one-thousandths of a Preferred Share
      for which a Right is then exercisable and dividing that product by (B) 50%
      of the then Current Per Share Market Price of such class of Common Shares
      (determined pursuant to Section 11(d)(i) hereof) for which a Right is
      exercisable on the date of the occurrence of such event provided, however,
      that the Purchase Price and the number of Common Shares so receivable upon
      exercise of a Right shall, following the time a Person becomes
<PAGE>   21
                                                                              18

      an Acquiring Person, be subject to further adjustment as appropriate in
      accordance with Section 11(f) hereof. The Company agrees that, after the
      earlier of the Distribution Date or the Shares Acquisition Date, it will
      not, except as permitted by Sections 23, 24 or 27 hereof, take (or permit
      any Subsidiary to take) any action if at the time such action is taken it
      is reasonably foreseeable that such action will diminish substantially or
      eliminate the benefits intended to be afforded by the Rights.

            Notwithstanding anything in this Agreement to the contrary, from and
after the occurrence of such event, any Rights that are or were acquired or
beneficially owned by (x) any Acquiring Person (or any Associate or Affiliate of
such Acquiring Person), (y) a transferee of any Acquiring Person (or any such
Affiliate or Associate) who becomes a transferee after a Person becomes an
Acquiring Person or (z) a transferee of any Acquiring Person (or any such
Affiliate or Associate) who became a transferee prior to or concurrently with a
Person becoming an Acquiring Person pursuant to either (I) a transfer from the
Acquiring Person to holders of its equity securities or to any Person with whom
it has any continuing agreement, arrangement or understanding regarding the
transferred Rights or (II) a transfer which the Board of Directors has
determined is part of a plan, arrangement or understanding which has the purpose
or effect of avoiding the provisions of this paragraph, and subsequent
transferees of such Persons, shall be void and any holder of such Rights shall
thereafter have no right to exercise such Rights under any provision of this
Agreement. The Company shall use all reasonable efforts to ensure that the
provisions of this Section 11(a)(ii) are complied with, but shall have no
liability to any holder of Right Certificates or other Person as a result of its
failure to make any determinations with respect to an Acquiring Person or its
Affiliates, Associates or transferees hereunder. From and after the time a
Person becomes an Acquiring Person, no Right Certificate shall be issued
pursuant to Section 3 or Section 6 hereof that represents Rights that are or
have become void pursuant to the provisions of this paragraph, and any Right
Certificate delivered to the Rights Agent that represents Rights that are or
have become void pursuant to the provisions of this paragraph shall be canceled.
From and after the occurrence of an event specified in Section 13(a) hereof, any
Rights that theretofore have not been exercised pursuant to this Section
11(a)(ii) shall thereafter be exercisable only in accordance with Section 13 and
not pursuant to this Section 11(a)(ii).
<PAGE>   22
                                                                              19

            (iii) The Company may at its option substitute for a Common Share
      issuable upon the exercise of Rights in accordance with the foregoing
      subparagraph (ii) a number of Preferred Shares or fraction thereof such
      that the current per share market price of one Preferred Share multiplied
      by such number or fraction is equal to the Current Per Share Market Price
      of such Common Share. In the event that there shall not be sufficient
      Class A Common Stock or Class B Common Stock issued but not outstanding or
      authorized but unissued to permit the exercise in full of the Rights in
      accordance with the foregoing subparagraph (ii), the Board of Directors
      shall, with respect to such deficiency, to the extent permitted by
      applicable law and any material agreements then in effect to which the
      Company is a party, (A) determine the excess (such excess, the "Spread")
      of (1) the value of the Class A Common Stock or Class B Common Stock, as
      the case may be, issuable upon the exercise of a Right in accordance with
      the foregoing subparagraph (ii) (the "Current Value") over (2) the
      Purchase Price (as adjusted in accordance with the foregoing subparagraph
      (ii)), and (B) with respect to each Class A Right or Class B Right, as the
      case may be (other than Rights which have become void pursuant to the
      foregoing subparagraph (ii)), make adequate provision to substitute for
      the Common Shares issuable in accordance with the foregoing subparagraph
      (ii) upon exercise of the Right and payment of the Purchase Price (as
      adjusted in accordance therewith), (1) cash, (2) a reduction in such
      Purchase Price, (3) Preferred Shares or other equity securities of the
      Company (including, without limitation, shares or fractions of shares of
      preferred stock which, by virtue of having dividend, voting and
      liquidation rights substantially comparable to those of the Class A Common
      Stock or Class B Common Stock, as the case may be, are deemed in good
      faith by the Board of Directors to have substantially the same value as
      the Common Shares (such Preferred Shares and shares or fractions of shares
      of preferred stock are hereinafter referred to as "Common Stock
      Equivalents")), (4) debt securities of the Company, (5) other assets, or
      (6) any combination of the foregoing, having a value which, when added to
      the value of the Common Shares issued upon exercise of such Right, shall
      have an aggregate value equal to the Current Value (less the amount of any
      reduction in such Purchase Price), where such aggregate value has been
      determined by the Board of Directors upon the advice of a nationally
      recognized investment banking firm selected in good faith by the Board of
      Directors; provided, however, that if the
<PAGE>   23
                                                                              20

      Company shall not make adequate provision to deliver value pursuant to
      clause (B) above within thirty (30) days following the time a Person
      becomes an Acquiring Person (the time a Person becomes an Acquiring Person
      being the "Section 11(a)(ii) Trigger Date"), then the Company shall be
      obligated to deliver, to the extent permitted by applicable law and any
      material agreements then in effect to which the Company is a party, upon
      the surrender for exercise of a Right and without requiring payment of
      such Purchase Price, Class A Common Stock or Class B Common Stock, as the
      case may be (to the extent available), and then, if necessary, such number
      or fractions of Preferred Shares (to the extent available) and then, if
      necessary, cash or shares of the other class of Common Shares, which
      shares (of the class of Common Stock for which a Right is exercisable,
      Preferred Shares and/or the other class of Common Stock) and/or cash have
      an aggregate value equal to the Spread. If, upon the occurrence of a
      Person becoming an Acquiring Person, the Board of Directors shall
      determine in good faith that it is likely that sufficient additional
      shares of Class A Common Stock and/or Class B Common Stock, as the case
      may be, could be authorized for issuance upon exercise in full of the
      Rights, then, if the Board of Directors so elects, the thirty (30) day
      period set forth above may be extended to the extent necessary, but not
      more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in
      order that the Company may seek stockholder approval for the authorization
      of such additional shares (such thirty (30) day period, as it may be
      extended, is herein called the "Substitution Period"). To the extent that
      the Company determines that some action need be taken pursuant to the
      second and/or third sentence of this Section 11(a)(iii), the Company (x)
      shall provide, subject to Section 11(a)(ii) hereof and the last sentence
      of this Section 11(a)(iii) hereof, that such action shall apply uniformly
      to all outstanding Rights and (y) may suspend the exercisability of the
      Rights until the expiration of the Substitution Period in order to seek
      any authorization of additional shares and/or to decide the appropriate
      form of distribution to be made pursuant to such second sentence and to
      determine the value thereof. In the event of any such suspension, the
      Company shall issue a public announcement stating that the exercisability
      of the Rights has been temporarily suspended, as well as a public
      announcement at such time as the suspension is no longer in effect. For
      purposes of this Section 11(a)(iii), the value of Common Shares shall be
      the Current Per Share Market
<PAGE>   24
                                                                              21

      Price (as determined pursuant to Section 11(d)(i)) on the Section
      11(a)(ii) Trigger Date and the per share or fractional value of any
      "Common Stock Equivalent" shall be deemed to equal the current per share
      market price of the Common Shares. The Board of Directors of the Company
      may, but shall not be required to, establish procedures to allocate the
      right to receive Common Shares upon the exercise of the Rights among
      holders of Rights pursuant to this Section 11(a)(iii).

            (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("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 then Current Per
Share Market Price of the Preferred Shares) on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Preferred Shares and
equivalent preferred shares outstanding on such record date plus the number of
Preferred Shares and equivalent 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 market
price and the denominator of which shall be the number of Preferred Shares and
equivalent 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 of the Company issuable upon
exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and holders of the Rights.
Preferred Shares and equivalent
<PAGE>   25
                                                                              22

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

            (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred 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
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription rights or warrants (excluding those referred
to in Section 11(b) hereof), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the then Current Per Share Market Price of the Preferred Shares on such
record date, less the fair market value (as determined in good faith by the
Board of Directors, whose determination shall be described in a statement filed
with the Rights Agent and shall be binding on the Rights Agent and holders of
the Rights) of the portion of the assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to one
Preferred Share and the denominator of which shall be 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 of the Company to be issued
upon exercise of one Right. Such adjustments shall be made successively whenever
such a record date is fixed; and in the event that such distribution is not so
made, the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

            (d) (i) For the purpose of any computation hereunder, the "Current
Per Share Market Price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
immediately prior to such date; provided, however, that in the event that the
Current Per Share Market Price of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a dividend or
distribution on
<PAGE>   26
                                                                              23

such Security payable in shares of such Security or securities convertible into
such shares, or (B) any subdivision, combination or reclassification of such
Security and prior to the expiration of 30 Trading Days after the ex-dividend
date for such dividend or distribution, or the record date for such subdivision,
combination or reclassification, then, and in each such case, the Current Per
Share Market Price shall be appropriately adjusted to reflect the current market
price per share equivalent of such Security. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case, as reported 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 Security is 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 Security is listed or admitted to trading or,
if the Security is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the counter market, as reported on the
Nasdaq National Market or such other system then in use, or, if on any such date
the of Security is 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 Security selected by the Board of Directors. The term "Trading
Day" shall mean a day on which the principal national securities exchange on
which the Security is listed or admitted to trading is open for the transaction
of business or, if the Security is not listed or admitted to trading on any
national securities exchange, a Business Day.

            (ii) For the purpose of any computation hereunder, the "Current Per
      Share Market Price" of the Preferred Shares shall be determined in
      accordance with the method set forth in Section 11(d)(i). If the Preferred
      Shares are not publicly traded, the "Current Per Share Market Price" of
      the Preferred Shares shall be conclusively deemed to be the Current Per
      Share Market Price of the Common Shares as determined pursuant to Section
      11(d)(i) (appropriately adjusted to reflect any stock split, stock
      dividend or similar transaction occurring after the date hereof),
      multiplied by one thousand. If neither the Common Shares nor the Preferred
      Shares are publicly held or so listed or traded, "Current Per Share Market
      Price"
<PAGE>   27
                                                                              24

      shall mean the fair value per share as determined in good faith by the
      Board of Directors, whose determination shall be described in a statement
      filed with the Rights Agent and shall be binding on the Rights Agent and
      the holders of the Rights.

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

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

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

            (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-thousandths of
a Preferred Share (calculated to the nearest one one-millionth
<PAGE>   28
                                                                              25

of a Preferred Share) obtained by (A) multiplying (x) the number of one
one-thousandths of a share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (B) dividing the product so obtained by the
Purchase Price in effect immediately after such adjustment of the Purchase
Price.

            (i) The Company may elect on or after the date of any adjustment of
the Purchase Price pursuant to Sections 11(b) or 11(c) hereof to adjust the
number of Rights in substitution for any adjustment in the number of one
one-thousandths of a Preferred Share purchasable upon the exercise of a Right.
Each of the Rights outstanding after such adjustment of the number of Rights
shall be exercisable for the number of one one-thousandths of a 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 shall
become that number of Rights (calculated to the nearest one ten-thousandth)
obtained by dividing the Purchase Price in effect immediately prior to
adjustment of the Purchase Price by the Purchase Price in effect immediately
after adjustment of the Purchase Price. The Company shall make a public
announcement of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall be registered in
the names of the holders of record of Right Certificates on the record date
specified in the public announcement.
<PAGE>   29
                                                                              26

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

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

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

            (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such adjustments in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it, in its sole discretion, shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Shares, issuance
wholly for cash of any Preferred Shares at less than the current market price,
issuance wholly for cash of Preferred Shares or securities which by their terms
are convertible into or exchangeable for Preferred Shares, dividends on
Preferred Shares payable in Preferred Shares or issuance of rights, options or
warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of its Preferred Shares shall not be taxable to such stockholders.
<PAGE>   30
                                                                              27

            (n) Anything in this Agreement to the contrary notwithstanding, in
the event that at any time after the date of this Agreement and prior to the
Distribution Date, the Company shall (i) declare or pay any dividend on the
Common Shares payable in Common Shares, or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares) into a greater or
lesser number of Common Shares, then in each such case (A) the number of one
one-thousandths of a Preferred Share purchasable after such event upon proper
exercise of each Right shall be determined by multiplying the number of one
one-thousandths of a Preferred Share so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of Common Shares
outstanding immediately before such event and the denominator of which is the
number of Common Shares outstanding immediately after such event, and (B) each
Common Share outstanding immediately after such event shall have issued with
respect to it that number of Rights which each Common Share outstanding
immediately prior to such event had issued with respect to it. The adjustments
provided for in this Section 11(n) shall be made successively whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation
is effected.

            SECTION 12. Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares or the Preferred Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof (if so required under Section 25 hereof).

            SECTION 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. (a) In the event, directly or indirectly, at any time after a
Person has become an Acquiring Person, (i) the Company shall consolidate with,
or merge with and into, any other Person, (ii) any Person shall consolidate with
the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Shares shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any
other property, or (iii) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall
<PAGE>   31
                                                                              28

sell or otherwise transfer), in one or more transactions, assets or earning
power aggregating 50% or more of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to any other Person other than the Company
or one or more of its wholly owned Subsidiaries (except, prior to the Spinoff
Date in the case of each of (i), (ii) and (iii) above, where such other Person
is a Lucent Entity), then, and upon the first occurrence of such event, proper
provision shall be made so that (A) each holder of a Right (except as otherwise
provided herein) shall thereafter have the right to receive, upon the exercise
thereof at a price equal to the then current Purchase Price multiplied by the
number of one one- thousandths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares or Common Shares of the Company, such number of Common Shares
of such other Person (including the Company as successor thereto or as the
surviving corporation) as shall equal the result obtained by (1) multiplying the
then current Purchase Price by the number of one one-thousandths of a Preferred
Share for which a Right is then exercisable and dividing that product by (2) 50%
of the then Current Per Share Market Price of the Common Shares of such other
Person (determined pursuant to Section 11(d) hereof) on the date of consummation
of such consolidation, merger, sale or transfer, provided, however, that the
Purchase Price (as theretofore adjusted) and the number of Common Shares of such
other Person so receivable upon exercise of a Right shall be subject to further
adjustment as appropriate in accordance with Section 11(f) hereof to reflect any
events occurring in respect of the Common Shares of such other Person after the
occurrence of such consolidation, merger, sale or transfer; (B) the issuer of
such Common Shares shall thereafter be liable for, and shall assume, by virtue
of such consolidation, merger, sale or transfer, all the obligations and duties
of the Company pursuant to this Agreement; (C) the term "Company" shall
thereafter be deemed to refer to such issuer; and (D) such issuer shall take
such steps (including, but not limited to, the reservation of a sufficient
number of its Common Shares in accordance with Section 9 hereof) in connection
with such consummation as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to
the Common Shares thereafter deliverable upon the exercise of the Rights;
provided that, upon the subsequent occurrence of any consolidation, merger, sale
or transfer of assets or other extraordinary transaction in respect of such
other Person, each holder of a Right shall thereupon be entitled to receive,
upon exercise of a Right and payment of the Purchase Price as provided in this
Section 13(a), such cash,
<PAGE>   32
                                                                              29

shares, rights, warrants and other property which such holder would have been
entitled to receive had such holder, at the time of such transaction, owned the
Common Shares of the other Person receivable upon the exercise of a Right
pursuant to this Section 13(a), and such other Person shall take such steps
(including, but not limited to, reservation of shares of stock) as may be
necessary to permit the subsequent exercise of the Rights in accordance with the
terms hereof for such cash, shares, rights, warrants and other property.

            (b) The other Person referred to in Section 13(a) (the "Principal
Party") shall mean:

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

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

provided, however, that in any such case described in the foregoing clause
(b)(i) or (b)(ii), if the Common Shares of such Person are not at such time or
has not been continuously over the preceding 12-month period registered under
Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect
Subsidiary of another Person
<PAGE>   33
                                                                              30

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

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

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

            (ii) use its best efforts, if the Common Shares of the Principal
      Party shall be listed or admitted to trading on the New York Stock
      Exchange or on another national securities exchange, to list or admit to
      trading (or continue the listing of) the Rights and the securities
      purchasable upon exercise of the Rights on
<PAGE>   34
                                                                              31

      the New York Stock Exchange or such securities exchange, or, if the Common
      Shares of the Principal Party shall not be listed or admitted to trading
      on the New York Stock Exchange or a national securities exchange, to cause
      the Rights and the securities receivable upon exercise of the Rights to be
      authorized for quotation on NASDAQ or on such other system then in use;

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

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

            (d) In case the Principal Party has a provision in any of its
authorized securities or in its certificate of incorporation or by-laws or other
instrument governing its affairs, which provision would have the effect of (i)
causing such Principal Party to issue (other than to holders of Rights pursuant
to this Section 13), in connection with, or as a consequence of, the
consummation of a transaction referred to in this Section 13, Common Shares or
Common Stock Equivalents of such Principal Party at less than the then current
market price per share thereof (determined pursuant to Section 11(d) hereof) or
securities exercisable for, or convertible into, Common Shares or Common Stock
Equivalents of such Principal Party at less than such then current market price,
or (ii) providing for any special payment, tax or similar provision in
connection with the issuance of the Common Shares of such Principal Party
pursuant to the provisions of Section 13, then, in such event, the Company
hereby agrees with each holder of Rights that it shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such Principal Party shall have been canceled,
waived or amended, or that the authorized securities shall be redeemed, so that
the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction. The Company shall
not enter into any transaction of the kind referred to in this Section 13 (i) if
at the time of or immediately after such transaction there are any rights,
warrants, instruments or other instruments or securities outstanding or any
<PAGE>   35
                                                                              32

agreements or arrangements which would eliminate or substantially diminish the
benefits intended to be afforded by the Rights,(ii) prior to, simultaneously
with or immediately after such consolidation, merger, sale, transfer or other
transaction, the stockholders of the Person who constitutes, or would
constitute, the Principal Party for purposes of Section 13(b) hereof shall have
received a distribution of Rights previously owned by such Person or any of its
Affiliates or Associates or (iii) the form or nature of organization of the
Principal Party would preclude or limit the exercisability of the Rights. The
provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.

            SECTION 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Class A Rights
Certificates or the Class B Rights Certificates, as the case may be, with regard
to which such fractional Rights would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole Class A Right
or Class B Right, as the case may be. For the purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable. The closing price of the
Class A Rights and the Class B Rights, as the case may be, for any day shall be
the last sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case, as reported in the principal consolidated transaction reporting system
with respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the Rights are listed or admitted to trading or, if the Rights
are not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported on the Nasdaq National
Market or such other system then in use or, if on any such date the Rights are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Rights
selected by the Board of Directors. If on any such date no such market maker is
making a market in
<PAGE>   36
                                                                              33

the Rights, the fair value of the Rights on such date as determined in good
faith by the Board of Directors shall be used.

            (b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or
to distribute certificates which evidence fractional Preferred Shares (other
than fractions which are integral multiples of one one-thousandth of a Preferred
Share). Interests in fractions of Preferred Shares in integral multiples of one
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 shall
provide that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of
the Preferred Shares represented by such depositary receipts. In lieu of
fractional Preferred Shares that are not integral multiples of one
one-thousandth of a Preferred Share, the Company shall pay to the registered
holders of Right Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of one Preferred Share. For the purposes of this Section 14(b), the
current market value of a Preferred Share shall be the closing price of a
Preferred Share (as determined pursuant to the second sentence of Section
11(d)(i) hereof) for the Trading Day immediately prior to the date of such
exercise or exchange.

            (c) The Company shall not be required to issue fractional Common
Shares or to distribute certificates which evidence fractional Common Shares
upon the exercise or exchange of Rights. In lieu of such fractional Common
Shares, the Company shall pay to the registered holders of the Right
Certificates with regard to which such fractional Common Shares would otherwise
be issuable an amount in cash equal to the same fraction of the current market
value of the applicable class of a whole Common Share (as determined in
accordance with Section 14(a) hereof) for the Trading Day immediately prior to
the date of such exercise or exchange.

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

            SECTION 15. Rights of Action. All rights of action in respect of
this Agreement, excepting the rights of
<PAGE>   37
                                                                              34

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

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

            (a) prior to the Distribution Date, the Rights will be 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, duly endorsed or accompanied by a
proper instrument of transfer; and

            (c) the Company and the Rights Agent may deem and treat the person
in whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent, subject to
Section 7(e) hereof, shall be affected by any notice to the contrary.
<PAGE>   38
                                                                              35

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

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

            The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in connection
with, its administration of this Agreement in reliance upon any Right
Certificate or certificate for the Preferred Shares or Common Shares or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.
<PAGE>   39
                                                                              36

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

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

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

            (a) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in
<PAGE>   40
                                                                              37

accordance with such opinion.

            (b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter 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 of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.

            (c) The Rights Agent shall be liable hereunder to the Company and
any other Person only for its own negligence, bad faith or willful misconduct;
provided, however, that the Rights Agent shall in no event be liable or
responsible for any indirect, consequential, special or punitive damages.


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

            (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 11(a)(ii) hereof) or any
adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or
<PAGE>   41
                                                                              38

reservation of any Preferred Shares to be issued pursuant to this Agreement or
any Right Certificate or as to whether any Preferred Shares will, when issued,
be validly authorized and issued, fully paid and nonassessable.

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

            (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the Chief Executive Officer, the President,
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 shall not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions.

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

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

            (j) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate contained in the form of
assignment or the form of election to purchase set forth on the reverse thereof,
as the case may be, has not been completed to
<PAGE>   42
                                                                              39

certify the holder is not an Acquiring Person (or an Affiliate or Associate
thereof) or a transferee thereof, the Rights Agent shall not take any further
action with respect to such requested exercise or transfer without first
consulting with the Company.

            SECTION 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares or Preferred Shares by registered or
certified mail, and, following the Distribution Date, to the holders of the
Right Certificates by first-class mail. The Company may remove the Rights Agent
or any successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Shares or Preferred Shares by registered or certified mail,
and, following the Distribution Date, to the holders of the Right Certificates
by first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
corporation 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 an 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 shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such
<PAGE>   43
                                                                              40

appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares or
Preferred Shares, and, following the Distribution Date, mail a notice thereof in
writing to the registered holders of the Right Certificates. Failure to give any
notice provided for in this Section 21, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

            SECTION 22. Issuance of New Right Certificates. Notwithstanding any
of the provisions of this 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 the Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Common Shares following the Distribution Date and
prior to the Expiration Date, the Company may with respect to Common Shares so
issued or sold pursuant to (i) the exercise of stock options, (ii) under any
employee plan or arrangement, (iii) upon the exercise, conversion or exchange of
securities, notes or debentures issued by the Company, or (iv) a contractual
obligation of the Company, in each case existing prior to the Distribution Date,
issue Rights Certificates representing the appropriate number and class of
Rights in connection with such issuance or sale; provided, however, that (i) no
such Right Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the Person to whom such
Right Certificate would be issued, (ii) no such Right Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof and (iii) no such Right Certificate
shall be issued in respect of Rights that have become void pursuant to the terms
hereof.

            SECTION 23. Redemption. (a) The Board of Directors may, at its
option, at any time prior to such time as any Person becomes an Acquiring
Person, redeem all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring in respect of the Common
Shares after the date hereof (such redemption price being hereinafter
<PAGE>   44
                                                                              41

referred to as the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors, in its sole discretion, may establish. The Redemption Price shall be
payable, at the option of the Company, in cash, Common Shares, or such other
form of consideration as the Board of Directors shall determine.

            (b) Immediately upon the action of the Board of Directors ordering
the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at
such later time as the Board of Directors may establish for the effectiveness of
such redemption), and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. The Company shall
promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity
of such redemption. Within 10 days after such action of the Board of Directors
ordering the redemption of the Rights (or at such later time as the Board of
Directors may establish for the effectiveness of such redemption), the Company
shall mail a notice of redemption to all the holders of the then outstanding
Rights at their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Shares. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made. Neither the Company nor any of its
Affiliates or Associates may redeem, acquire or purchase for value any Rights at
any time in any manner other than that specifically set forth in this Section 23
or in Section 24 hereof, and other than in connection with the acquisition of
Common Shares prior to the Distribution Date.

            SECTION 24. Exchange. (a) The Board of Directors may, at its option,
at any time after any Person becomes an Acquiring Person, exchange all or part
of the then outstanding and exercisable Rights (which shall not include Rights
that have become void pursuant to the provisions of Section 11(a)(ii) hereof)
for Common Shares at an exchange ratio of one share of Class A Common Stock and
one share of Class B Common Stock per Class A Right and Class B Right,
respectively, appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring in respect of the Common Shares after the date
hereof (such exchange ratio being hereinafter referred to as the "Exchange
Ratio"). Notwithstanding the
<PAGE>   45
                                                                              42

foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time after any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary of the
Company or any entity holding Common Shares for or pursuant to the terms of any
such plan or, prior to the Spinoff Date, any Lucent Entity), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or
more of the Common Shares then outstanding. From and after the occurrence of an
event specified in Section 13(a) hereof, any Rights that theretofore have not
been exchanged pursuant to this Section 24(a) shall thereafter be exercisable
only in accordance with Section 13 and may not be exchanged pursuant to this
Section 24(a). The exchange of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish.

            (b) Immediately upon the effectiveness of the action of the Board of
Directors ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Class A Common Stock
or Class B Common Stock equal to the number of such Class A Rights or Class B
Rights, as the case may be, held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice of any such exchange;
provided, however, that the failure to give, or any defect in, such notice shall
not affect the validity of such exchange. The Company promptly shall mail a
notice of any 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. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of the 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 shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.

            (c) The Company may at its option substitute and, in the event that
there shall not be sufficient Common Shares issued but not outstanding or
authorized but unissued to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall
<PAGE>   46
                                                                              43

substitute to the extent of such insufficiency, for each Common Share that would
otherwise be issuable upon exchange of a Right, a number of Preferred Shares or
fraction thereof (or equivalent preferred shares) such that the Current Per
Share Market Price of one Preferred Share (or equivalent preferred share)
multiplied by such number or fraction is equal to the Current Per Share Market
Price of one share of Class A Common Stock or Class B Common Stock, as the case
may be, as of the date of issuance of such Preferred Shares (or equivalent
preferred share) or fraction thereof.

            (d) The Company shall not be required to issue fractions of Common
Shares or to distribute certificates which evidence fractional Common Shares. In
lieu of such fractional Common Shares, the Company shall pay to the registered
holders of the Right Certificates with regard to which such fractional Common
Shares would otherwise be issuable an amount in cash equal to the same fraction
of the current market value of a whole share of Class A Common Stock or Class B
Common Stock, as the case may be. For the purposes of this paragraph (d), the
current market value of a whole share of Class A Common Stock or Class B Common
Stock, as the case may be, shall be the closing price of a share of Class A
Common Stock or Class B Common Stock, as the case may be (as determined pursuant
to the second sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.

            SECTION 25. Notice of Certain Events. (a) In case the Company shall
at any time after the earlier of the Distribution Date or the Shares Acquisition
Date propose (i) to pay any dividend payable in stock of any class to the
holders of its Preferred Shares or to make any other distribution to the holders
of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to
offer to the holders of its Preferred Shares rights or warrants to subscribe for
or to purchase any additional Preferred Shares or shares of stock of any class
or any other securities, 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 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to, any other Person, (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
<PAGE>   47
                                                                              44

subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares),
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, subdivision 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 shall be so given in
the case of any action covered by clause (i) or (ii) above at least 10 days
prior to the record date for determining holders of the Preferred Shares for
purposes of such action, and in the case of any such other action, at least 10
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares and/or Preferred
Shares, whichever shall be the earlier; provided, that, prior to the
Distribution Date, any notice in regard to a declaration or payment of any
dividend on the Common Shares payable in Common Shares or to effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
shall be adequately given if given within a reasonable time after the issuance
date for such stock dividend or effective date of such subdivision, combination
or consolidation.

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

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

            Agere Systems
            55 Union Boulevard
            Allentown, Pennsylvania 18109
<PAGE>   48
                                                                              45

            Attention: Corporate Secretary

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 shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

            The Bank of New York
            One Wall Street
            New York, NY 10286
            Attention: Corporate Secretary

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 shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

            SECTION 27. Supplements and Amendments. At any time prior to the
time any person becomes an Acquiring Person, and subject to the last sentence of
this Section 27, the Company may, and the Rights Agent shall if the Company so
directs, supplement or amend any provision of this Agreement in any manner which
the Company may deem necessary or desirable (including the date on which the
Expiration Date or the Distribution Date shall occur, the amount of the Purchase
Price, the definition of "Acquiring Person" or the time during which the Rights
may be redeemed pursuant to Section 23) without the approval of any holder of
Rights. From and after the time any Person becomes an Acquiring Person, and
subject to applicable law and the last sentence of this Section 27, the Company
may, and the Rights Agent shall if the Company so directs, amend this Agreement
without the approval of any holders of Rights (a) to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision of this Agreement or (b) to otherwise
change or supplement any other provisions in this Agreement in any matter which
the Company may deem necessary or desirable and which in each such case shall
not (i) 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),
(ii) cause this Agreement again to become amendable other than in accordance
with this sentence or (iii) cause the Rights again to become redeemable. Any
supplement or amendment to this Agreement duly approved by the Company that does
not amend Section 19,
<PAGE>   49
                                                                              46

20 or 21 in a manner adverse to the Rights Agent shall become effective
immediately upon execution by the Company, whether or not also executed by the
Rights Agent. In addition, notwithstanding anything to the contrary contained in
this Rights Agreement, no supplement or amendment to this Rights Agreement shall
be made which reduces the Redemption Price (except as required by Section
11(a)(i)). In connection with any supplement or amendment to this Agreement, the
Company shall deliver to the Rights Agent a certificate certifying that such
supplement or amendment complies with the terms of the preceding sentence.

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

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

            SECTION 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

            SECTION 31. Governing Law; Jurisdiction; Waiver of Jury Trial. This
Agreement and each Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State;
provided, however, that the rights, duties and obligations of the Rights Agent
shall be governed and construed in accordance with the laws of the State of New
York. The parties agree that all actions and proceedings arising out of this
Agreement or any of the transactions contemplated hereby, shall be brought in
the United States District Court for the Southern District of New York or in a
New York State Court in the County of New
<PAGE>   50
                                                                              47

York and that in connection with any such action or proceeding, submit to the
jurisdiction of and venue in, such court. Each of the parties hereto also
irrevocably waives all right to trial by jury in any action, proceeding or
counter claim arising out of this Agreement or the transactions contemplated
hereby.


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

            SECTION 33. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.


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


                              AGERE SYSTEMS INC.,

                                by
                                  __________________________________________
                                  Name:
                                  Title:

Attest:

  by
    ________________________
    Name:
    Title:


                              THE BANK OF NEW YORK,

                                by
                                  __________________________________________
                                  Name:
                                  Title:
<PAGE>   51
                                                                              48

Attest:

  by
    ________________________
    Name:
    Title:
<PAGE>   52
                                                                       EXHIBIT A









                                      FORM

                                       of

                           CERTIFICATE OF DESIGNATIONS

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                               AGERE SYSTEMS INC.

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

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

            Agere Systems Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law on             , 2001:

            RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Restated
Certificate of Incorporation, the Board of Directors hereby creates a series of
Preferred Stock, par value $1.00 per share, of the Corporation (the "Preferred
Stock") and hereby states the designation and number of shares thereof and the
voting and other powers, preferences and relative, participating, optional or
other rights of the shares of such series and the qualifications, limitations
and restrictions thereof are as follows:

            Series A Junior Participating Preferred Stock:

            Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be [  ]. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the
exercise of
<PAGE>   53
                                                                               2

outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A
Preferred Stock.

            Section 2.  Dividends and Distributions.

            (A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of the Corporation, 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 first day of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Class A
Common Stock par value $.01 per share or Class B Common Stock par value $.01 per
share, (the Class A Common Stock and the Class B Common Stock together the
"Common Stock") or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the Corporation
shall at any time after September 30, 2000 declare and pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
<PAGE>   54
                                                                               3

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

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first 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.

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

            (A) Subject to the provision for adjustment hereinafter set forth,
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 stockholders of the Corporation.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by
<PAGE>   55
                                                                               4

payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, 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 Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

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

            (D) If, at the time of any annual meeting of stockholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with the
holders of Common Stock for the election of other directors of the Corporation,
the holders of record of the Series A Preferred Stock, voting separately as a
class to the exclusion of the holders of Common Stock, shall be entitled at said
meeting of stockholders (and at each subsequent annual meeting of stockholders),
unless all dividends in arrears on the Series A Preferred Stock have been paid
or declared and set apart for payment prior thereto, to vote for the election of
two directors of the Corporation, the holders of any Series A Preferred Stock
being entitled to cast a number of votes per share of Series A Preferred Stock
as is specified in paragraph (A) of this Section 3. Each such additional
director shall not be classified, but shall serve until the next annual meeting
of stockholders for the election of directors, or until his successor shall be
elected and shall qualify, or until his right to hold such office terminates
pursuant to the provisions of this Section 3(D). Until the
<PAGE>   56
                                                                               5

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

            Section 4.  Certain Restrictions.

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

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

            (ii) declare or pay dividends, or make any other distributions, on
      any shares of stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Preferred Stock,
      except dividends paid ratably on the Series A Preferred Stock and all such
      parity stock on which dividends are payable or in arrears in proportion to
      the total amounts to which the holders of all such shares are then
      entitled;
<PAGE>   57
                                                                               6

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

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

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

            Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired promptly after the acquisition thereof. All such shares shall
upon their retirement become authorized but unissued shares of Preferred Stock
and may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Restated
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

            Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock 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
<PAGE>   58
                                                                               7

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 shares of Common
Stock, or (2) to the holders of 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 distributions made ratably on the Series A Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. Neither the merger or consolidation of the Corporation into or with
another entity nor the merger or consolidation of any other entity into or with
the Corporation shall be deemed to be a liquidation, dissolution or winding up
of the Corporation within the meaning of this Section 6. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the outstanding 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 each
share of Series A Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of
<PAGE>   59
                                                                               8

Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

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

            Section 9. Ranking. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Preferred Stock as to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, unless the terms of any such series shall provide
otherwise, and shall rank senior to the Common Stock as to such matters.

            Section 10. Amendment. At any time that any shares of Series A
Preferred Stock are outstanding, the Restated Certificate of Incorporation of
the Corporation shall not be amended in any manner which 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 at least two- thirds of the outstanding shares of Series A Preferred Stock,
voting separately as a single class.
<PAGE>   60
                                                                               9

            IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be executed by its Senior Vice President and General Counsel and
attested by its Assistant Secretary this [ ] day of [ ], 2001.



                                by
                                  _________________________________________
                                  Name:    Jean F. Rankin
                                  Title:  Senior Vice President
                                            and General Counsel


                                by
                                  _________________________________________
                                  Name:
                                  Title:  Assistant Secretary
<PAGE>   61
                                                                       EXHIBIT B




                        Form of Class A Right Certificate

Certificate No.  R-                                           __________ Rights

            NOT EXERCISABLE AFTER       , 2011 OR EARLIER IF REDEMPTION OR
            EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER
            RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
            AGREEMENT.

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

                            Class A Right Certificate

                               AGERE SYSTEMS INC.

This certifies that        , or registered assigns, is the registered owner of
the number of Class A 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, as the same may be amended from time to
time (the "Rights Agreement"), between Agere Systems Inc., a Delaware
corporation (the "Company"), and The Bank of New York (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on
, 2011 at the principal office of the Rights Agent, or at the office of its
successor as Rights Agent, one one-thousandth of a fully paid non-assessable
share of Series A Junior Participating Preferred Stock, par value $1.00 per
share, of the Company (the "Preferred Shares"), at a purchase price of $100.00
per one one-thousandth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Class A Right Certificate with the Form of
Election to Purchase duly executed. The number of Rights evidenced by this Class
A Right Certificate (and the number of one one-thousandths of a Preferred Share
which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of            ,
2001, based on the Preferred Shares as constituted at such date. As provided in
the Rights Agreement, the Purchase Price and the number of one one-thousandths
of a Preferred Share or other securities or property which may be purchased upon
the exercise of the Class A Rights and the number of Class A Rights evidenced by
<PAGE>   62
                                                                               2

this Class A Rights Certificate are subject to modification and adjustment upon
the happening of certain events.

            This Class A Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Class A Right
Certificates. Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the offices of the Rights Agent. The
Company will mail to the holder of this Right Certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.

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

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

            No fractional Preferred Shares will be issued upon the exercise of
any Class A Rights or Class A Rights evidenced hereby (other than fractions
which are integral multiples of one one-thousandth of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary receipts), but,
in lieu thereof, a cash payment will be made, as provided in the Rights
Agreement.

            No holder of this Class A Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
the Preferred Shares or of any other securities of the Company which may at any
time
<PAGE>   63
                                                                               3

be issuable on the exercise or exchange hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class A Rights or Class A Rights evidenced by
this Class A Right Certificate shall have been exercised or exchanged as
provided in the Rights Agreement.

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


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


                              AGERE SYSTEMS INC.,

                                By
                                  _________________________________________
                                  Name:
                                  Title:

ATTEST:


_________________________
Name:
Title:

Countersigned:

THE BANK OF NEW YORK

  By
    _________________________
    Name:
    Title:
<PAGE>   64
                                                                               4

                Form of Reverse Side of Class A Right Certificate

                               FORM OF ASSIGNMENT

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

            FOR VALUE RECEIVED __________ hereby sells,
assigns and transfers unto ____________________________________________________

_______________________________________________________________________________
              (Please print name and address of transferee)

_______________________________________________________________________________
this Class A 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:

            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States or by another eligible guarantor institution,
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.

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


                                    ________________________________________
                                    Signature
<PAGE>   65
                                                                               5

             Form of Reverse Side of Right Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

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


To:  AGERE SYSTEMS INC.

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

Please insert social security
or other identifying number


_______________________________________________________________________________
                     (Please print name and address)

_______________________________________________________________________________

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

Please insert social security
or other identifying number


_______________________________________________________________________________
                     (Please print name and address)

_______________________________________________________________________________


Dated:  ___________, ___

                                    ___________________________________________
                                    Signature

Signature Guaranteed:

            Signatures must be guaranteed by a member firm of
<PAGE>   66
                                                                               6

a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States or by another eligible guarantor
institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934.
<PAGE>   67
                                                                               7

         Form of Reverse Side of Right Certificate -- continued

                          ____________________________

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


                                    _________________________________________
                                    Signature


            ________________________________________________________


                                 NOTICE

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

            In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Class A Rights evidenced by this Class A Right Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) and such Assignment or Election to Purchase will not be honored.
<PAGE>   68
                                                                       EXHIBIT C


                        Form of Class B Right Certificate

Certificate No.  R-                                           __________ Rights

            NOT EXERCISABLE AFTER          , 2011 OR EARLIER IF REDEMPTION OR
            EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER
            RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
            AGREEMENT.

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

                        Class B Right Certificate

                           AGERE SYSTEMS INC.

            This certifies that ___________________ , or registered assigns, is
the registered owner of the number of Class B 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, as the same may
be amended from time to time (the "Rights Agreement"), between Agere Systems
Inc., a Delaware corporation (the "Company"), and The Bank of New York (the
"Rights Agent"), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
New York time, on                , 2011 at the principal office of the Rights
Agent , or at the office of its successor as Rights Agent, one one-thousandth of
a fully paid non-assessable share of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Company (the "Preferred Shares"), at a
purchase price of $100.00 per one one-thousandth of a Preferred Share (the
"Purchase Price"), upon presentation and surrender of this Class B Right
Certificate with the Form of Election to Purchase duly executed. The number of
Rights evidenced by this Class B Right Certificate (and the number of one
one-thousandths of a Preferred Share which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of                 , 2001, based on the Preferred Shares
as constituted at such date. As provided in the Rights Agreement, the Purchase
Price and the number of one one-thousandths of a Preferred Share or other
securities or property which may be purchased upon the exercise of the Class B
Rights and the number of Class B Rights evidenced by
<PAGE>   69
                                                                               2

this Class B Right Certificate are subject to modification and adjustment upon
the happening of certain events.

            This Class B Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Class B Rights
Certificates. Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the offices of the Rights Agent. The
Company will mail to the holder of this Right Certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.

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

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

            No fractional Preferred Shares will be issued upon the exercise of
any Class B Rights or Class B Rights evidenced hereby (other than fractions
which are integral multiples of one one-thousandth of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary receipts), but,
in lieu thereof, a cash payment will be made, as provided in the Rights
Agreement.

            No holder of this Class B Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
the Preferred Shares or of any other securities of the Company which may at any
time
<PAGE>   70
                                                                               3

be issuable on the exercise or exchange hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class B Rights or Class B Rights evidenced by
this Class B Right Certificate shall have been exercised or exchanged as
provided in the Rights Agreement.

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


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


                              AGERE SYSTEMS INC.,

                                By
                                  ____________________________________________
                                  Name:
                                  Title:

ATTEST:


_________________________
Name:
Title:

Countersigned:

THE BANK OF NEW YORK

  By
    __________________________
    Name:
    Title:
<PAGE>   71
                                                                               4

                Form of Reverse Side of Class B Right Certificate

                               FORM OF ASSIGNMENT

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

            FOR VALUE RECEIVED __________ hereby sells,
assigns and transfers unto ___________________________________________________



_______________________________________________________________________________
              (Please print name and address of transferee)

_______________________________________________________________________________
this Class B 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:

            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States or by another eligible guarantor institution,
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.

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


                                    ____________________________________________
                                    Signature
<PAGE>   72
                                                                               5

         Form of Reverse Side of Right Certificate -- continued

                      FORM OF ELECTION TO PURCHASE

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


To:  AGERE SYSTEMS INC.

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

Please insert social security
or other identifying number


_______________________________________________________________________________
                     (Please print name and address)

_______________________________________________________________________________

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

Please insert social security
or other identifying number


_______________________________________________________________________________
                     (Please print name and address)

_______________________________________________________________________________


Dated:  ___________, ___

                                    ___________________________________________
                                    Signature
<PAGE>   73
                                                                               6

Signature Guaranteed:

            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States or by another eligible guarantor institution,
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.
<PAGE>   74
                                                                               7

         Form of Reverse Side of Right Certificate -- continued

                         _____________________________

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


                                    ___________________________________________
                                    Signature


                    ________________________________________


                                 NOTICE

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

            In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Class B Rights evidenced by this Class B Right Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) and such Assignment or Election to Purchase will not be honored.
<PAGE>   75
                                                                       EXHIBIT D



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


                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES


            On _________, 2001 (the "Record Date"), the Board of Directors of
Agere Systems Inc. (the "Company") declared a dividend of one Class B Right for
each outstanding share of Class B Common Stock, par value $0.01 per share, (the
"Class B Common Stock") of the Company to the stockholders of record on _______,
2001 (the "Record Date") and authorized the issuance of one Class A Right and
one Class B Right (the Class A Rights and Class B Rights together, the "Rights")
for each share of Class A Common Stock, par value $0.01 per share, (the "Class A
Common Stock") and Class B Common Stock, respectively (the Class A Common Stock
and Class B Common Stock together, the "Common Shares"), issued after the Record
Date. The dividend is payable on [       ], 2001 to the stockholders of record
on that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Company (the "Preferred Shares") at a
price of $100.00 per one one-thousandth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and The
Bank of New York, as Rights Agent (the "Rights Agent").

            Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (with
certain exceptions, an "Acquiring Person") have acquired beneficial ownership of
(A) 10% or more of the shares of Class A Common Stock then outstanding, (B) 10%
or more of the shares of Class B Common Stock then outstanding, or (C) shares of
Common Stock which have the right to cast 10% or more of the votes that may be
cast by all outstanding shares for the election of directors of the Company or
(ii) such date, if any, as may be designated by the Board of Directors of the
Company following the commencement of, or first public disclosure of an
intention to commence, a tender or exchange offer for outstanding Common Shares
which could result in such person or group becoming the beneficial owner of (A)
10% or more of the shares of Class A Common Stock then outstanding, (B) 10%
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                                                                               2

or more of the shares of Class B Common Stock then outstanding, or (C) shares of
Common Shares which have the right to cast 10% or more of the votes that may be
cast by all outstanding shares for the election of directors of the Company (the
earlier of such dates being the "Distribution Date"), the Rights will not be
represented by a separate certificate, and will not be transferable apart from
the Common Stock, but will instead be evidenced, (i) with respect to any of the
shares of Common Stock held in uncertificated book-entry form (a "Book-Entry")
outstanding as of the Record Date, by such Book-Entry and (ii) with respect to
the shares of Common Stock evidenced by Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificates, together with a copy of
this Summary of Rights. The Rights Agreement contains exceptions from its
operating provision for Lucent and its affiliates and associates prior to the
time it effects the distribution of all of its shares in the Company to its
stockholders.

            The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. Until the
Distribution Date (or earlier redemption or expiration of the Rights), transfer
on the Company's stock ownership records of Common Stock represented by a
Book-Entry or a certificate outstanding as the Record Date, and, in each case,
with or without a copy of this Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such Book-Entry or certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

            The Rights are not exercisable until the Distribution Date. The
Rights will expire on _________, 2011 (the "Final Expiration Date"), unless the
Final
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                                                                               3

Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.

            The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares; (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into 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 or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

            The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

            Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 1,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $1,000 per share but will be entitled to an
aggregate payment of 1,000 times the payment made per Common Share. Each
Preferred Share will have 1,000 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.

            Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a Preferred
Share purchasable
<PAGE>   78
                                                                               4

upon exercise of each Right should approximate the value of one Common Share.

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

            At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, for shares of Common Shares or Preferred
Shares (or a series of the Company's preferred stock having equivalent rights,
preferences and privileges), at an exchange ratio of one share of Class A Common
Stock or one share of Class B Common Stock, or a fractional Preferred Share (or
other preferred stock) equivalent in value thereto, per Class A Right or Class B
Right, as the case may be.

            With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of ---one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

            At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price") payable, at the
option of the Company, in cash, Common Shares or such other
<PAGE>   79
                                                                               5


form of consideration as the Board of Directors of the Company shall determine.
The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

            At any time prior to such time as there shall be an Acquiring
Person, the Company may, without the approval of any holder of the Rights,
supplement or amend any provision of the Rights Agreement (including the date on
which the Expiration Date or the Distribution Date shall occur, the amount of
the Purchase Price or the definition of "Acquiring Person"), except that no
supplement or amendment shall be made that reduces the Redemption Price of the
Rights. From and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person, and subject to applicable law,
the Company may, and the Rights Agent shall if the Company so directs, amend
this Rights Agreement without the approval of any holders of Rights (a) to cure
any ambiguity or to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision of this Rights
Agreement or (b) to otherwise change or supplement any other provisions in this
Agreement in any matter which the Company may deem necessary or desirable and
which in each such case shall not (i) 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), (ii) cause the Rights Agreement again to
become otherwise amendable or (iii) cause the Rights again to become redeemable.

            Until a Right is exercised or exchanged, the holder thereof, as
such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.

            A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form S-1
(Registration No. 333-51594). A copy of the Rights Agreement is available free
of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, as the same may be amended from time to time, which is hereby
incorporated herein by reference.