<PAGE>   1














                          SHAREHOLDER RIGHTS AGREEMENT

                         DATED AS OF SEPTEMBER 25, 1997

                                     BETWEEN

                         ST. FRANCIS CAPITAL CORPORATION

                                       AND

                                FIRSTAR TRUST CO.

                                 AS RIGHTS AGENT



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                          SHAREHOLDER RIGHTS AGREEMENT


         THIS SHAREHOLDERS RIGHTS AGREEMENT (this "Agreement") is dated as of
September 25, 1997 between St. Francis Capital Corporation, a Wisconsin
corporation (the "Company"), and Firstar Trust Co., a Wisconsin-chartered trust
company (the "Rights Agent").


                              W I T N E S S E T H:

         WHEREAS, the Board of Directors of the Company (the "Board") desires to
provide all shareholders of the Company with the opportunity to benefit from the
long-term prospects and value of the Company and to ensure that all such
shareholders receive fair and equal treatment in the event of any proposed
takeover of the Company; and

         WHEREAS, on September 25, 1997, the Board authorized and declared a
dividend of one preferred stock purchase right (individually a "Right" and
collectively the "Rights") for each share of Common Stock (as hereinafter
defined) of the Company outstanding at the Close of Business (as hereinafter
defined) on October 10, 1997 (the "Record Date"), each Right representing the
right to purchase one one-hundredth of a Preferred Share (as hereinafter
defined), upon the terms and subject to the conditions hereinafter set forth,
and contemplates that one Right will be issued with respect to each share of
Common Stock which shall become outstanding after the Record Date and prior to
the earlier of the Redemption Date and the Final Expiration Date (as such terms
are hereinafter defined), including any shares of Common Stock issued by reason
of the exercise of any option, warrant, right (other than the Rights) or
conversion or exchange privilege contained in any option, warrant, right (other
than the Rights) or convertible or exchangeable security issued by the Company
prior to the Distribution Date (as hereinafter defined), unless the Board shall
expressly provide to the contrary at the time of issuance of any such option,
warrant, right or convertible or exchangeable security;

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


                                    ARTICLE I
                               CERTAIN DEFINITIONS

         1.1 CERTAIN DEFINITIONS. For the purposes of this Agreement, the
following terms shall have the respective meanings set forth below:

             (a) "Acquiring Person" shall mean any Person (as hereinafter
defined) who or which, together with all Affiliates and Associates (as
hereinafter defined) of such Person, shall be the Beneficial Owner (as
hereinafter defined) of 15% or more of the shares of Common Stock of the Company
then outstanding, but shall not include (i) the Company, (ii) any Subsidiary (as
hereinafter defined) of the Company, (iii) any employee stock ownership plan,
employee benefit plan or other compensation program or arrangement of the
Company or any Subsidiary, or (iv) any Person holding such shares of Common
Stock for or pursuant to the terms of any such plan,


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program or arrangement set forth in (iii) above (collectively, "Exempt
Persons"). Notwithstanding the preceding sentence, (A) no Person shall become an
Acquiring Person as the result of an acquisition by the Company of shares of its
Common Stock which, by reason of reducing the number of then outstanding shares
of Common Stock, increases the percentage of then outstanding shares of Common
Stock Beneficially Owned by such Person to 15% or more; provided, however, that
if such Person shall, after such acquisition by the Company, become the
Beneficial Owner (as hereinafter defined) of any additional shares of Common
Stock of the Company, then such Person shall be deemed to be an Acquiring
Person, and (B) an Acquiring Person shall not include any Person who is the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock but
who acquired Beneficial Ownership of shares of Common Stock without any plan or
intention to seek or affect control of the Company, if such Person promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including voting,
with respect to such shares) sufficient shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock), so that
such Person ceases to be the Beneficial Owner of 15% or more of the outstanding
shares of Common Stock, in which case such Person shall then be deemed never to
have become an Acquiring Person.

             (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 (as may be amended from time to time)
promulgated under the Exchange Act (as hereinafter defined); provided, however,
that no director or officer of the Company shall be deemed an Affiliate or
Associate of any other director or officer of the Company solely as a result of
his or her being a director or officer of the Company.

             (c) "Beneficial Owner" (including the terms "Beneficially Own" and
"Beneficial Ownership"), when used with respect to any Person, shall be deemed
to include any securities which:

                           (i) such Person or any of such Person's Affiliates or
         Associates beneficially owns, directly or indirectly (determined as
         provided in Rule 13d-3 [as may be amended from time to time]
         promulgated under the Exchange Act);

                           (ii) such Person or any of such Person's Affiliates
         or Associates, directly or indirectly, has:

                                    (A)     the right to acquire (whether such
                                            right is exercisable immediately or
                                            only after the passage of time or
                                            upon the satisfaction of any
                                            conditions, or both) pursuant to any
                                            written or oral agreement,
                                            arrangement or understanding (other
                                            than customary agreements with and
                                            among underwriters and selling group
                                            members with respect to a bona fide
                                            public offering of securities), upon
                                            the exercise of any options,
                                            warrants, rights (other than the
                                            Rights) or conversion or exchange
                                            privileges 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




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                                            of such Person or any of such
                                            Person's Affiliates or Associates
                                            until such tendered securities are
                                            accepted for purchase or exchange,
                                            and securities issuable upon
                                            exercise of the Rights at any time
                                            prior to the Distribution Date, or

                                    (B)     the right to vote pursuant to any
                                            written or oral agreement,
                                            arrangement or understanding;
                                            provided, however, that a Person
                                            shall not be deemed the Beneficial
                                            Owner of, or to Beneficially Own,
                                            any security otherwise subject to
                                            this item (B) if such agreement,
                                            arrangement or understanding to vote
                                            arises solely from a revocable proxy
                                            or consent given to such Person or
                                            any of such Person's Affiliates or
                                            Associates in response to a public
                                            proxy or consent solicitation made
                                            pursuant to, and in accordance with,
                                            the applicable rules and regulations
                                            under the Exchange Act, and is not
                                            also then reportable by such Person
                                            on Schedule 13D (or any comparable
                                            or successor report then in effect)
                                            under the Exchange Act, or

                                    (C)     the right to dispose of pursuant to
                                            any written or oral agreement,
                                            arrangement or understanding (other
                                            than customary agreements with and
                                            among underwriters and selling group
                                            members with respect to a bona fide
                                            public offering of securities); or

                           (iii) 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 written or oral agreement, arrangement
         or understanding (other than customary agreements with and among
         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
         1.1(c)(ii)(B) hereof) or disposing of any securities of the Company.

Notwithstanding anything contained in Section 1.1(c)(i) hereof, no director or
officer of the Company or any of its Subsidiaries shall be deemed to be the
Beneficial Owner of, or to Beneficially Own, shares of Common Stock or other
securities of the Company beneficially owned by any other director or officer of
the Company or any of its Subsidiaries solely as a result of his or her being a
director or officer of the Company or any of its Subsidiaries.

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

                  (e) "Certificate of Designations" shall mean the Certificate
of Designations for the Preferred Shares in substantially the form attached
hereto as EXHIBIT A.


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                  (f) "Close of Business" on any given date shall mean 5:00
P.M., Wisconsin time, on such date or, if such date is not a Business Day, then
5:00 P.M., Wisconsin time, on the next succeeding Business Day.

                  (g) "Common Stock," when used with reference to the Company,
shall mean the Common Stock, $.01 par value per share, of the Company. "Common
Stock," when used with reference to any Person other than the Company, shall
mean the capital stock with the greatest voting power (or the other equity
securities or equity interests having the power to control or direct management)
of such Person or, if such Person is a Subsidiary of another Person, of the
Person which ultimately controls such first-mentioned Person and which has
issued and outstanding such capital stock, equity securities or equity
interests.

                  (h) "Disinterested Director" shall mean any member of the
Board who is not a Restricted Person (as hereinafter defined), or a
representative or nominee of a Restricted Person, who was a member of the Board
as of the date of this Agreement, or any individual who subsequently becomes a
member of the Board after the date of this Agreement who is not a Restricted
Person, or a representative or nominee of a Restricted Person, if such
individual's nomination for election or election to the Board is recommended or
approved by a majority of the Disinterested Directors then in office.

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

                  (j) "Fair Market Value," when used with respect to Preferred
Shares or shares of Common Stock or other capital stock of any class
(collectively, the "Stock"), to any option, warrant, right or other security or
evidence of indebtedness (collectively, a "Security") or to any other property,
shall be determined as follows:

                           (i) In the case of any Stock or Security which is
         publicly traded, the Fair Market Value on any date shall be deemed to
         be the average of the daily closing prices per share of such Stock or
         per unit of such Security for the 30 consecutive Trading Days (as
         hereinafter defined) immediately prior to such date; provided, however,
         that in the event that the Fair Market Value per share of any Stock is
         determined during a period commencing after the public announcement by
         its issuer of a dividend or distribution on such Stock payable in
         shares of such Stock or securities convertible into or exchangeable for
         shares of such Stock or a subdivision, combination, consolidation or
         reclassification of such Stock, and ending prior to the expiration of
         the 30 Trading Days after the ex-dividend date for such dividend or
         distribution, or the record date for such subdivision, combination,
         consolidation or reclassification, then, in each such case, the Fair
         Market Value of such Stock shall be properly adjusted to take into
         account "ex-dividend" trading. The closing price for each day shall be
         the last sale price, regular way, or, in case no such sale shall take
         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





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         trading, as reported in the principal consolidated transaction
         reporting system with respect to securities listed or admitted to
         trading on the principal national securities exchange on which such
         Stock or Security is listed or admitted to trading; or if such Stock or
         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 last quoted high bid and low asked prices in the
         over-the-counter market, as reported by Nasdaq or any other similar
         system then in use; or if on any such day no bid for such Stock or
         Security is 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 such Stock or Security selected by the Board. If
         during any relevant period no market maker is making a market in such
         Stock or Security, its Fair Market Value on a specified date shall be
         determined reasonably and with good faith to the holders of the Rights
         by the Board; provided, however, that if at the time of such
         determination there shall be an Acquiring Person or an Adverse Person
         (as hereinafter defined), the Fair Market Value of such Stock or
         Security on such date shall be determined by a nationally recognized
         investment banking firm selected by the Board, which determination
         shall be described in a statement filed with the Rights Agent and shall
         be binding on the Company, the Rights Agent and the holders of the
         Rights.

                           (ii) In the case of any Stock or Security which is
         not publicly traded, the Fair Market Value on any date shall be the
         fair value per share of such Stock or per unit of such Security as
         determined reasonably and with utmost good faith to the holders of the
         Rights by the Board; provided, however, that if at the time of such
         determination there shall be an Acquiring Person or an Adverse Person,
         the Fair Market Value of such Stock or Security on such date shall be
         determined by a nationally recognized investment banking firm selected
         by the Board, which determination shall be described in a statement
         filed with the Rights Agent and shall be binding on the Company, the
         Rights Agent and the holders of the Rights.

                           (iii) In the case of any property which is not a
         Stock or a Security, the Fair Market Value on any date shall be
         determined reasonably and with utmost good faith to the holders of
         Rights by the Board; provided, however, that if at the time of such
         determination there shall be an Acquiring Person or an Adverse Person,
         the Fair Market Value of such property on such date shall be determined
         by a nationally recognized investment banking firm selected by the
         Board, which determination shall be described in a statement filed with
         the Rights Agent and shall be binding on the Company, the Rights Agent
         and the holders of the Rights.

                  (k) "Interested Shareholder" shall mean any Restricted Person
and any Affiliate or Associate of any other Person in which such Restricted
Person has an interest, and any Person acting, directly or indirectly, on behalf
of or in concert with any such Restricted Person.

                  (l) "Permitted Offer" shall mean any tender or exchange offer
for all of the outstanding shares of Common Stock of the Company at a price and
on terms determined, prior to the purchase of shares under such tender or
exchange offer, by at least a majority of the Disinterested Directors who are
not officers of the Company to be appropriate (taking into account all factors
which such Disinterested Directors deem relevant, including, without limitation,
prices reasonably obtainable if the Company or its assets were sold on an
orderly basis designed to realize maximum value) and otherwise in the best
interests of the Company and its shareholders (other than the Person or any
Affiliate or Associate thereof on whose behalf or for whose benefit such tender
or exchange offer is being made).




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                  (m) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, association or other entity, and shall
include any successor (by merger or otherwise) of any of the foregoing.

                  (n) "Preferred Shares" shall mean the Series A Junior
Participating Preferred Stock, $.01 par value per share, of the Company, which
series shall have the powers, preferences and other rights set forth in the
Certificate of Designations.

                  (o) "Principal Party" shall mean: in the case of any
transaction described in Section 3.3(a)(i) or (ii), the Person which is the
issuer of the securities into which shares of Common Stock of the Company are
being converted or exchanged in such transaction or, if there shall be more than
one such issuer, the issuer having shares of Common Stock with the greatest
aggregate market value; or if no securities are being issued in such transaction
for shares of Common Stock of the Company, the Person which is the other party
to such transaction or, if there shall be more than one such Person, the Person
having shares of Common Stock with the greatest aggregate market value; and in
the case of any transaction described in Section 3.3(a)(iii), the Person which
is the party receiving the greatest portion of the assets or earning power sold
or otherwise transferred pursuant to such transaction or transactions; provided,
however, that in any such case (i) if the shares of Common Stock of such Person
shall not at the time of the consummation of such transaction been continuously
registered under Section 12 of the Exchange Act during the immediately preceding
twelve-month period, and such Person shall be a direct or indirect Subsidiary or
Affiliate of another Person the shares of Common Stock of which shall have been
so registered, "Principal Party" shall mean such other Person; (ii) if such
Person shall be a direct or indirect Subsidiary or Affiliate of more than one
other Person, the shares of Common Stock of two or more of which shall have been
so registered, "Principal Party" shall mean whichever of such other Persons
shall have Common Stock with the greatest aggregate market value; or (iii) if
such Person shall be owned, directly or indirectly, by a joint venture formed by
two or more Persons which are not owned, directly or indirectly, by the same
Person, the rules set forth in clauses (i) and (ii) of this proviso shall apply
to each chain of ownership of any joint venturer as though such joint venture
were a "Subsidiary" of all of such joint venturers, and the Principal Party in
each such chain shall bear the obligations and duties set forth in Section 3.3
in the same proportion as their direct or indirect ownership interest in such
Person bears to the total of such ownership interests.

                  (p) "Restricted Person" shall mean an Acquiring Person, an
Adverse Person and any Affiliate or Associate of an Acquiring Person or an
Adverse Person.

                  (q) "Rights Certificates" shall mean the certificates
evidencing the Rights after the Distribution Date.

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


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                  (s) "Share Acquisition Date" shall mean the first date on
which there shall be, as determined by a majority of the Disinterested Directors
then in office in their sole discretion, a public announcement (which shall
include, without limitation, any press release or publicly available filing with
the Securities and Exchange Commission or any other federal or state
governmental authority or agency) by the Company or any Person that such Person
has become an Acquiring Person.

                  (t) "Subsidiary" of any Person shall mean any corporation,
limited liability company or other entity of which a majority of the voting
power (with respect to such Person's equity securities or equity interests
having the power to control or direct management) is owned, directly or
indirectly, by such Person.

                  (u) "Summary of Rights" shall mean the Summary of Rights to
Purchase shares of Series A Junior Participating Preferred Stock in
substantially the form attached hereto as EXHIBIT C.

                  (v) "Trading Day" shall mean a day on which the principal
national securities exchange on which such Stock or Security is listed or
admitted to trading is open for the transaction of business or, if such Stock or
Security is not listed or admitted to trading on any national securities
exchange, a Business Day.


                                   ARTICLE II
                                   THE RIGHTS

         2.1      ISSUANCE OF RIGHTS CERTIFICATES.

                  (a) The Rights shall be evidenced (subject to the provisions
of paragraph (b) of this Section) by the certificates for shares of Common Stock
registered in the names of holders of Common Stock (which certificates for
shares of Common Stock also shall be deemed to be certificates for Rights) and
not by separate certificates until the earliest of (such date being hereinafter
the "Distribution Date"):

                           (i) The Close of Business on the tenth Business Day
         after the Share Acquisition Date (or, if the Share Acquisition Date
         shall have occurred prior to the Record Date, the Close of Business on
         the tenth Business Day after the Record Date);

                           (ii) The Close of Business on the tenth Business Day
         (or such other Business Day as may be determined, in compliance with
         this Agreement, by action of the Board) after the date of the
         commencement by any Person (other than an Exempt Person) of, or the
         first public announcement of the intention of any Person (other than an
         Exempt Person) to commence, a tender or exchange offer if, upon the
         consummation thereof, such Person would be the Beneficial Owner of 15%
         or more of the shares of Common Stock of the Company then outstanding;
         and



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                  (iii) The Close of Business on the tenth Business Day after at
         least a majority of the Disinterested Directors who are not officers of
         the Company shall have determined that a Person is an "Adverse Person"
         (as hereinafter defined).

Such date shall be referred to herein as the "Distribution Date"; provided,
however, that if any tender or exchange offer referred to in Section 2.1(a)(ii)
is cancelled, terminated or otherwise withdrawn prior to the Distribution Date
without the purchase of any Common Stock pursuant thereto, such offer shall be
deemed for the purposes of the definition of "Distribution Date" never to have
been commenced or publicly announced.

                  (b) As soon as practicable after the Distribution Date (or, in
the case of any shares of Common Stock of the Company which are issued or
otherwise become outstanding after the Distribution Date and prior to the Final
Expiration Date, including any shares of Common Stock issued by reason of the
exercise of any option, warrant, right (other than the Rights) or conversion or
exchange privilege contained in any option, warrant, right (other than the
Rights) or convertible or exchangeable security issued by the Company prior to
the Distribution Date, unless the Board shall have expressly provided to the
contrary at the time of issuance of any such option, warrant, right or
convertible or exchangeable security, simultaneously with the issuance of stock
certificates for such shares of Common Stock), the Company shall prepare and
execute, the Rights Agent shall countersign and the Company shall deliver or
cause to be delivered or the Rights Agent shall, if requested, deliver, by
first-class mail, postage prepaid, to each record holder of shares of Common
Stock of the Company as of the Close of Business on the Distribution Date or, in
the case of shares of Common Stock issued or otherwise becoming outstanding
after the Distribution Date (unless otherwise provided), to each record holder
of the shares of Common Stock so being issued or becoming outstanding at the
time of such occurrence, at the record holder's last address shown on the
registry books of the transfer agent for the Common Stock of the Company, one or
more Rights Certificates evidencing one Right for each share of Common Stock of
the Company so held, issued or becoming outstanding. As of and after the
Distribution Date, the Rights shall be evidenced solely by the Rights
Certificates.

                  (c) On the Record Date, or as soon as practicable thereafter,
the Company shall send a copy of the Summary of Rights, by first-class mail,
postage prepaid, to each record holder of shares of Common Stock of the Company
as of the Close of Business on the Record Date, at such record holder's last
address as shown by the records of the Company.

                  (d) Until the Distribution Date, no Rights Certificates shall
be issued. Each stock certificate for shares of Common Stock of the Company
outstanding as of the Record Date, until the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date, shall be deemed also to
constitute a certificate for the Rights associated with the shares represented
thereby, together with a copy of the Summary of Rights attached thereto and the
registered holder of such shares also shall be the registered holder of the
associated Rights. Until the earliest of the Distribution Date, the Redemption
Date and the Final Expiration Date, the surrender for transfer of any such stock
certificate, with or without a copy of the Summary of Rights attached thereto,
shall constitute the transfer of the Rights associated with the shares of Common
Stock represented thereby.


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                  (e) Any stock certificate for shares of Common Stock of the
Company which shall be delivered by or on behalf of the Company (including,
without limitation, stock certificates for shares of Common Stock which are
reacquired by the Company and then transferred) after the Record Date and prior
to the earliest of the Distribution Date, the Redemption Date and the Final
Expiration Date shall have impressed, printed or written thereon, or otherwise
affixed thereto, the following legend:

         "This certificate also evidences and entitles the holder hereof to
         certain Rights as set forth in the Shareholder Rights Agreement dated
         as of September 25, 1997 (the "Rights Agreement") between St. Francis
         Capital Corporation and Firstar Trust Co., as Rights Agent, the terms,
         provisions and conditions of which are incorporated herein by reference
         and made a part hereof. The Rights Agreement is on file at the
         principal office of the Rights Agent, and the Rights Agent will mail to
         the holder of this certificate a copy without charge after receipt of a
         written request therefor. Under certain circumstances set forth in the
         Rights Agreement, such Rights will be evidenced by separate
         certificates and will no longer be evidenced by this certificate. Under
         certain circumstances set forth in the Rights Agreement, the Rights may
         be redeemed at a redemption price (subject to adjustment) of $.01 per
         Right, may be exchanged, in whole or in part, for shares of Common
         Stock at an exchange rate (subject to adjustment) of one share of
         Common Stock per Right or may become exercisable for securities or
         assets of the Company or another entity. Under certain circumstances
         set forth in the Rights Agreement, Rights Beneficially Owned by a
         Restricted Person (as such terms are defined in the Rights Agreement)
         or by certain transferees from a Restricted Person, shall be or become
         void."

Each stock certificate containing the foregoing legend, until the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date, shall
be deemed also to constitute a certificate for the Rights associated with the
shares represented thereby, and the registered holder of such shares also shall
be the registered holder of the associated Rights. The omission of the foregoing
legend shall not in any manner whatsoever affect the application or
interpretation of Section 2.5(c).

                  (f) In the event that the Company shall reacquire any shares
of its Common Stock after the Record Date and prior to the Distribution Date,
the Rights associated with such shares shall be deemed cancelled and retired,
the Company not being entitled to exercise any Rights associated with shares of
its Common Stock which are no longer outstanding.

         2.2      FORM OF RIGHTS CERTIFICATES.

                  (a) The Rights Certificates (including the Form of Election to
Purchase and Certification of Status and the Form of Assignment and Certificate
of Status to be set forth on the reverse side thereof) shall be in substantially
the form attached hereto as EXHIBIT B and may have such marks of identification
or designation and such legends, summaries or endorsements set forth thereon as
the Company may deem appropriate or to comply with any applicable law or any
rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Rights may from time to time be listed. Subject to
the terms of this



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<PAGE>   11


Agreement, the Rights Certificates, whenever distributed, shall be dated as of
the Record Date (or, in the case of Rights with respect to shares of Common
Stock issued or becoming outstanding after the Record Date, the same date as the
stock certificate evidencing such shares), shall (if the Company shall so
require) indicate the date of countersignature by the Rights Agent and shall
entitle the holders thereof to purchase such number of one one-hundredths of a
Preferred Share at the Exercise Price as shall be set forth therein, subject to
adjustment as provided herein.

                  (b) Any Rights Certificate that represents Rights Beneficially
Owned by: (i) a Restricted Person, (ii) a transferee from a Restricted Person
who becomes a transferee after the Acquiring Person or Adverse Person becomes
such, or (iii) a transferee from a Restricted Person who becomes a transferee
prior to or concurrently with the Acquiring Person or Adverse Person becoming
such and receives such Rights pursuant to either a transfer (whether or not for
consideration) from such Acquiring Person or Adverse Person (or any Affiliate or
Associate thereof) to holders of equity interests in such Acquiring Person or
Adverse Person (or any such Affiliate or Associate) or to any Person with whom
such Acquiring Person or Adverse Person (or any such Affiliate or Associate) has
any continuing written or oral agreement, arrangement or understanding regarding
the transferred Rights or a transfer which the Board has determined is part of a
plan, arrangement or understanding which intends to effect the avoidance of
Section 2.5(c) (collectively, a "Restricted Person/Transferee"), and any Rights
Certificate issued pursuant to the transfer, exchange, replacement or adjustment
of any other Rights Certificate referred to in this sentence, shall have deleted
therefrom the second sentence of the legend on the Rights Certificate attached
hereto as EXHIBIT B and, in lieu thereof, shall contain the following two
sentences:

         "The Rights represented by this Rights Certificate are or were
         Beneficially Owned by a Restricted Person as such term is defined in
         the Rights Agreement. This Rights Certificate and the Rights
         represented hereby shall be or become void under the circumstances
         specified in Section 2.5(c) of the Rights Agreement."

The Company shall give prompt written notice to the Rights Agent after becoming
aware of the existence and identity of any Restricted Person. The failure to
insert the foregoing sentences on any such Rights Certificate or any defect
therein shall not in any manner whatsoever affect the application or
interpretation of Section 2.5(c). The Company shall specify to the Rights Agent
in writing which Rights Certificates are to be so legended.

         2.3      COUNTERSIGNATURE AND REGISTRATION.

                  (a) The Rights Certificates shall be executed on behalf of the
Company by its Chairman of the Board, its President, any of its Vice Presidents
or its Treasurer, either manually or by facsimile signature attested by its
Secretary or any of its Assistant Secretaries, either manually or by facsimile
signature. The Rights Certificates shall be manually countersigned by an
authorized signatory of the Rights Agent and shall not be valid or obligatory
for any purpose unless so countersigned. In case any officer of the Company who
shall have executed any Rights Certificate shall cease to be such officer of the
Company before such Rights Certificate shall have been countersigned by an
authorized signatory of the Rights Agent and issued and delivered by or on
behalf of the Company, such Rights Certificate, nevertheless, may be
countersigned by the




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Rights Agent and issued and delivered by or on behalf of the Company with the
same force and effect as though the individual who executed such Rights
Certificate or who attested the Company's seal thereon had not ceased to be such
officer; and any Rights Certificate may be executed on behalf of the Company by
any individual who, at the actual date of such execution, shall be a proper
officer of the Company, although at the date of execution of this Rights
Agreement such person was not such an officer.

                  (b) After the Distribution Date, the Rights Agent shall keep
or cause to be kept, at its principal office, books for registration and
transfer of the Rights Certificates issued hereunder. Such books shall show the
names and addresses of the respective holders of the Rights Certificates, the
number of Rights evidenced on its face by each Rights Certificate, the date of
each Rights Certificate and (if required by the Company) the date of
countersignature by the Rights Agent.

         2.4      MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.

                  (a) If any mutilated Rights Certificate is surrendered to the
Rights Agent prior to the earlier to occur of the Final Expiration Date, the
time at which the Rights are exercised pursuant to Section 2.5 and the time at
which Rights are exchanged pursuant to the provisions of Section 3.2, the
Company shall execute and the Rights Agent shall countersign and deliver in
exchange therefor a new Rights Certificate evidencing the same number of Rights
as did the Rights Certificate so surrendered.

                  (b) If there shall be delivered to the Company and the Rights
Agent prior to the Final Expiration Date evidence to their satisfaction of the
destruction, loss or theft of any Rights Certificate and such security or
indemnity as may be required by them to save each of them and any of their
agents harmless, then, subject to the terms of this Agreement and in the absence
of notice to the Company or the Rights Agent that such Rights Certificate has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Rights Agent shall countersign and deliver, in lieu of any such
destroyed, lost or stolen Rights Certificate, a new Rights Certificate
evidencing the same number of Rights as did the Rights Certificate so destroyed,
lost or stolen.

                  (c) As a condition to the issuance of any new Rights
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Rights Agent) connected therewith.

                  (d) Every new Rights Certificate issued pursuant to this
Section in lieu of any destroyed, lost or stolen Rights Certificate shall
evidence an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Rights Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Rights duly issued
hereunder.





                                      -11-
<PAGE>   13


         2.5      EXERCISE OF RIGHTS; EXERCISE PRICE; EXPIRATION DATE OF RIGHTS.

                  (a) No Right may be exercised until the Business Day after the
Distribution Date. At any time on and after the Business Day after the
Distribution Date and prior to the earliest of (i) the Close of Business on
September 25, 2007 (the "Final Expiration Date"), and (ii) the time at which
such Rights are exchanged as provided in Section 3.2, the registered holder of
any Rights Certificate may exercise the Rights evidenced thereby, except as
otherwise provided herein and subject to Section 2.5(c), in whole or in part,
upon surrender of such Rights Certificate, with the Form of Election to Purchase
and Certification of Status on the reverse side thereof duly executed, together
with such signature guarantees and other documentation as the Rights Agent may
reasonably request, to the Rights Agent at its principal office, accompanied by
payment (as provided in Section 2.5(b)) of the Exercise Price for each one
one-hundredth of a Preferred Share (or after a "Triggering Event" [as
hereinafter defined], the securities, cash and other property purchasable in
lieu thereof) as to which the surrendered Rights are then being exercised.

                  (b) Upon receipt of a Rights Certificate representing then
exercisable Rights, with the Form of Election to Purchase and Certification of
Status on the reverse side thereof duly executed, together with such signature
guarantees and other documentation as the Rights Agent may reasonably request,
accompanied by payment of the Exercise Price for the number of one
one-hundredths of a Preferred Share (or after a Triggering Event, the
securities, cash and other property purchasable in lieu thereof) being
purchased, plus the amount of any applicable transfer tax (as determined by the
Rights Agent) required to be paid by the holder of such Rights Certificate, by
certified or cashier's check or money order payable to the order of the Company,
the Rights Agent shall, subject to the terms and conditions of this Agreement,
thereupon promptly:

                           (i) Requisition from any transfer agent for the
         Preferred Shares (or, if the Rights Agent is such a transfer agent,
         make available) stock certificates for the number of one one-hundredths
         of a Preferred Share being purchased, the Company hereby irrevocably
         authorizing any such transfer agent to comply with all such requests;

                           (ii) Requisition from the depository agent depository
         receipts for the number of one one-hundredths of a Preferred Share
         being purchased (in which case stock certificates for the Preferred
         Shares represented by such depository receipts shall be deposited by
         the transfer agent for the Preferred Shares with the depository agent
         and to which the Company hereby irrevocably authorizing any such
         depository agent to comply with all such requests) if the Company shall
         have elected to deposit the Preferred Shares issuable upon exercise of
         the Rights with a depository agent;

                           (iii) Requisition or obtain from the appropriate
         Person or Persons such securities, cash and other property as may then
         be purchasable in lieu of Preferred Shares after a Triggering Event
         (the Company hereby irrevocably authorizing all such requests);

                           (iv) Requisition from the Company the amount of cash
         to be paid in lieu of the issuance of any fractional share of Preferred
         Shares when appropriate; and








                                      -12-
<PAGE>   14


                      (v) Cause the same to be delivered to or upon the order of
         the registered holder of such Rights Certificate, registered (when
         appropriate) in such name or names as may be designated by such
         registered holder promptly after receipt of such stock certificates,
         depository receipts, securities, cash and/or other property.

                  (c) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Flip-In Event (as hereinafter
defined), any Rights Beneficially Owned by a Restricted Person/Transferee shall
be or become void without any further action. No holder of such Rights shall
have any rights whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise, from and after such first occurrence.
The Company shall use all reasonable efforts to ensure that the provisions of
this Section and Section 2.2(b) are complied with, but shall have no liability
to any holder of the Rights Certificates or to any other Person as a result of
the Company's failure to make any applicable finding or determination with
respect to any Restricted Person, or any transferee of any thereof.

                  (d) Notwithstanding Section 2.5(a), a Right may be exercised
by the holder thereof on or after the Business Day after the Distribution Date
and prior to the receipt of the associated Rights Certificate by notifying the
Rights Agent in writing and furnishing to the Rights Agent such information and
evidence as to such election as the Rights Agent may reasonably request;
provided, however, that the Rights Agent shall not be required to take any of
the actions specified in this Section until such holder shall have fully
satisfied the applicable requirements specified therein.

                  (e) Neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to any Rights or Rights
Certificate upon the purported exercise or transfer thereof unless the
registered holder thereof shall have completed and signed the Certification of
Status following the Form of Election to Purchase or the Form of Assignment, as
the case may be, set forth on the reverse side of the Rights Certificate
surrendered for such exercise or transfer, and provided such additional evidence
as to the identity of the Beneficial Owner (or former Beneficial Owner) thereof
or the Affiliates or Associates thereof as the Company shall reasonably request.

                  (f) In case the registered holder of any Rights Certificate
shall exercise less than all of the Rights evidenced thereby, then, subject to
the provisions of Section 5.6, a new Rights Certificate evidencing the Rights
remaining unexercised shall be prepared and executed by the Company and
countersigned and delivered by the Rights Agent to the registered holder of such
surrendered Rights Certificate or to such registered holder's duly authorized
assigns.

         2.6 EXERCISE PRICE. The price for each one one-hundredth of a Preferred
Share purchased upon exercise of the Rights shall initially be $150 (the
"Exercise Price"), shall be subject to adjustment from time to time as provided
in this Agreement and shall be payable in lawful money of the United States of
America in accordance with Section 2.5(b).





                                      -13-
<PAGE>   15


         2.7 ADJUSTMENT OF EXERCISE PRICE, NUMBER AND KIND OF SHARES AND RIGHTS.

                  (a) In the event that the Company shall at any time after the
date of this Agreement declare a dividend on the Preferred Shares payable in
Preferred Shares, subdivide the outstanding Preferred Shares into a greater
number of Preferred Shares, combine or consolidate the outstanding Preferred
Shares into a smaller number of Preferred Shares or issue any shares of capital
stock of any class in a reclassification of the Preferred Shares (including any
such reclassification in connection with a combination or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 2.7 and in Section 2.5(c), the Exercise Price in effect
at the Close of Business on the record date for such dividend or at the
effective time of such subdivision, combination, consolidation or
reclassification, and the number and kind of shares of capital stock issuable
upon exercise of the Rights at such date or time, shall be proportionately
adjusted so that the registered holder of each Right exercised after such date
or 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 or time and at a time when the registry books of the transfer agent for the
Preferred Shares were open, such registered holder would have been entitled to
receive by reason of such dividend, subdivision, combination, consolidation 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 the exercise thereof.
If an event shall occur which would require an adjustment under both this
paragraph and Section 3.1, the adjustment provided for in this paragraph shall
be in addition to, and shall be made prior to, any adjustment required pursuant
to such Section 3.1.

                  (b) In the event that the Company shall fix a record date for
the making of any distribution to all registered holders of Preferred Shares of
options, warrants or rights entitling them (for a period expiring not later than
45 calendar days after such record date) to subscribe for or purchase (i)
Preferred Shares or shares of capital stock of any class of the Company having
the same or more favorable powers, preferences and rights as the Preferred
Shares ("Equivalent Preferred Shares"), or (ii) securities convertible into or
exchangeable for Preferred Shares or Equivalent Preferred Shares, at a price per
Preferred Share or per Equivalent Preferred Share (or having a conversion or
exchange price per share, in the case of securities convertible into or
exchangeable for Preferred Shares or Equivalent Preferred Shares) less than the
Fair Market Value of one Preferred Share on such record date, the Exercise Price
to be in effect after such record date shall be determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of Preferred Shares outstanding on
such record date, plus the number of Preferred Shares which the aggregate
offering price of the total number of Preferred Shares and/or Equivalent
Preferred Shares so to be offered (and/or the aggregate initial conversion or
exchange price, in the case of convertible or exchangeable securities so to be
offered) would purchase at such Fair Market Value, and the denominator of which
shall be the number of Preferred Shares outstanding on such record date, plus
the total number of Preferred Shares and/or Equivalent Preferred Shares so to be
offered (and/or into or for which the convertible or exchangeable securities so
to be offered are initially convertible or exchangeable); 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 the exercise thereof. In case all or part of such
subscription price may be paid in a form other than cash, the value of such
non-cash consideration shall be






                                      -14-
<PAGE>   16


its Fair Market Value. Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any computation
provided for in this subsection. The adjustment required by this subsection
shall be made successively whenever such a record date is fixed; and in the
event that such distribution is not so made, the Exercise Price shall be
adjusted to the Exercise Price which would have been in effect if such record
date had not been fixed.

                  (c) In the event that the Company shall fix a record date for
the making of any distribution to all registered holders of Preferred Shares
(including any such distribution made in connection with a combination or merger
in which the Company is the continuing or surviving corporation) of cash (other
than a regular quarterly cash dividend), options, warrants or rights (other than
those referred to in Section 3.1), securities, evidences of indebtedness or
other property (excluding any dividend payable in Preferred Shares, but
including any dividend payable in other shares of capital stock), the Exercise
Price to be in effect after such record date shall be determined by multiplying
the Exercise Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the Fair Market Value of one
one-hundredth of a Preferred Share on such record date, less the Fair Market
Value of the cash, options, warrants, rights, securities, evidences of
indebtedness or other property so to be distributed and properly attributable to
one one-hundredth of a Preferred Share, and the denominator of which shall be
such Fair Market Value of one one-hundredth of a Preferred Share. The adjustment
required by this subsection shall be made successively whenever such a record
date is fixed; and in the event that such distribution is not so made, the
Exercise Price shall be adjusted to the Exercise Price which would have been in
effect if such record date had not been fixed.

                  (d) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 1.0% in
the Exercise Price then in effect; provided, however, that any adjustments which
by reason of this subsection are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section shall be made to the nearest whole cent, to the nearest one
ten-thousandth of a share of Common Stock or other capital stock of any class
(other than Preferred Shares) or to the nearest one one-millionth of a Preferred
Share, as the case may be. Notwithstanding the first sentence of this
subsection, any adjustment required by this Section shall be made no later than
the earliest to occur of three years after the date of the occurrence requiring
such adjustment, the Redemption Date, and the Final Expiration Date.

                  (e) If as a result of an adjustment required by any Triggering
Event the holder of any Rights thereafter exercised shall become entitled to
receive any shares of capital stock of any class of the Company (other than
Preferred Shares), the number of such other shares so receivable upon exercise
of any Rights shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as reasonably possible to the provisions with
respect to the Preferred Shares contained in this Section, and the provisions of
this Agreement with respect to the Preferred Shares shall apply on like terms to
any such other shares.

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








                                      -15-
<PAGE>   17


                  (g) Before taking any action which would cause an adjustment
reducing the Exercise Price below one one-hundredth of the then par value, if
any, of the Preferred Shares 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 at such adjusted Exercise Price.

                  (h) Anything in this Section to the contrary notwithstanding,
the Board shall be entitled to make reductions in the Exercise Price, in
addition to the adjustments expressly required by this Section, as and to the
extent that the Board, in its sole discretion, shall determine to be advisable
in order that any dividend on the Preferred Shares payable in Preferred Shares,
any subdivision, combination or consolidation of the Preferred Shares (by
reclassification or otherwise than by payment of dividends in Preferred Shares)
into a greater or lesser number of Preferred Shares, any issuance of Preferred
Shares solely for cash at less than the Fair Market Value thereof, any issuance
solely for cash of Preferred Shares or securities which by their terms are
convertible into or exchangeable for Preferred Shares or any issuance of
options, warrants, rights, securities, evidences of indebtedness or other
property subject to subsection (b) or (c) of this Section, hereafter made by the
Company to the holders of the Preferred Shares, shall not be taxable to such
holders.

                  (i) Unless the Company shall have exercised the option
provided in Section 2.7(b), upon each adjustment of the Exercise Price as a
result of the calculations required by Sections 2.7(b) and 2.7(c), each Right
outstanding immediately prior to the making of such Exercise Price adjustment
shall thereafter evidence the right to purchase, at the adjusted Exercise Price,
the number of one one-hundredths of a Preferred Share (calculated to the nearest
one onemillionth) determined by (i) multiplying the number of one one-hundredths
of a Preferred Share purchasable upon exercise of such Right immediately prior
to such adjustment by the Exercise Price in effect immediately prior to such
adjustment and (ii) dividing the product so obtained by the Exercise Price in
effect immediately after such adjustment.

                  (j) The Company may elect, on or after the date on which any
adjustment of the Exercise Price is required to be made hereunder, to adjust the
number of Rights outstanding in substitution for making an adjustment in the
number of one one-hundredths of a Preferred Share purchasable upon exercise of
each Right. Each Right outstanding after such an adjustment in the number of
Rights shall be exercisable for the same number of one one-hundredths of a
Preferred Share as such Right was exercisable for immediately prior to such
adjustment; but each Right held of record prior to such adjustment shall become
the number of Rights (calculated to the nearest one ten-thousandth) determined
by dividing the Exercise Price in effect immediately prior to the occurrence
requiring the adjustment of the Exercise Price by the Exercise Price in effect
immediately after such adjustment of the Exercise Price. The Company shall make
a prompt public announcement of its election to adjust the number of Rights
outstanding, indicating the record date for the adjustment and, if known at the
time of such announcement, the amount of the adjustment to be made. Such record
date may be the date on which the Exercise Price is required to be adjusted or
any day thereafter, unless the Rights Certificates shall have been issued, in
which case such record date shall be at least ten days after the date of such
public announcement. If the Rights Certificates shall have been issued, upon
each adjustment of the number of Rights outstanding pursuant to this subsection,
the Company shall, as promptly as practicable, cause to be distributed to each
registered holder of the Rights Certificates on such



                                      -16-
<PAGE>   18


record date Rights Certificates evidencing, subject to Section 5.6, the
additional Rights to which such registered holder shall be entitled as a result
of such adjustment; or, at its option, the Company shall cause to be distributed
to each such registered holder, in substitution and replacement for the Rights
Certificates held by such registered holder prior to the date of such
adjustment, but only upon surrender thereof (if so required by the Company), new
Rights Certificates evidencing all the Rights to which such registered holder
shall be entitled after such adjustment. Rights Certificates so distributed
shall be executed and countersigned in the manner provided by this Agreement
(and may designate, at the option of the Company, the adjusted Exercise Price)
and shall be registered in the names of the registered holders of the Rights
Certificates on the record date specified in the aforesaid public announcement.

                  (k) In the event that the Company shall at any time after the
date of this Agreement and prior to the Distribution Date declare a dividend on
its outstanding shares of Common Stock payable in shares of Common Stock or
effect a subdivision, combination or consolidation of its outstanding shares of
Common Stock (by reclassification or otherwise than by payment of dividends in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then, in each such case, the number of one one-hundredths of a Preferred
Share purchasable after such event upon proper exercise of each Right shall be
determined by multiplying the number of one one-hundredths of a Preferred Share
so purchasable immediately prior to such event by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event; and each share of
Common Stock outstanding immediately after such event shall have issued with
respect to it the same number of Rights which each share of Common Stock
outstanding immediately prior to such event had issued with respect to it. This
adjustment shall be made successively whenever such a dividend is declared or
such a subdivision, combination or consolidation is effected.

                  (l) Irrespective of any adjustment or change in the Exercise
Price or the number of one one-hundredths of a Preferred Share issuable upon
exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to designate the Exercise Price and the number of one
one-hundredths of a Preferred Share which were designated in the Rights
Certificates originally issued hereunder.

                  (m) In any case in which this Section shall require an
adjustment of the Exercise Price effective as of the record date for a
particular event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Rights exercised after such record date
of the Preferred Shares (and/or the other shares of capital stock, securities or
other property of the Company, if any) issuable upon such exercise in excess of
the Preferred Shares (and/or the other shares of capital stock, securities or
other property of the Company, if any) issuable upon such exercise on the basis
of the Exercise Price in effect immediately 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 excess
upon the occurrence of such event.





                                      -17-
<PAGE>   19


         2.8 CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES. All Rights
Certificates surrendered for the purpose of exercise, transfer, split-up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation. If the Rights
Certificates are in cancelled form when surrendered to the Rights Agent, they
shall be cancelled by it. No Rights Certificates shall be issued in lieu of the
cancelled Rights Certificates except as expressly permitted by this Agreement.
The Company shall deliver to the Rights Agent for cancellation, and the Rights
Agent shall cancel, any other Rights Certificate purchased or reacquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all cancelled Rights Certificates to the Company or shall, at the written
request of the Company, destroy such cancelled Rights Certificates and deliver a
certificate of the destruction thereof to the Company.

         2.9 RESERVATION AND 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 authorized and issued Preferred Shares held in its treasury, the number
of Preferred Shares required to permit the exercise in full of all outstanding
Rights.

             (b) 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 the Rights shall, at the time of delivery of the stock certificates
therefor in accordance with Section 2.5(b) (including the receipt of payment of
the Exercise Price), be duly and validly authorized and issued and fully paid
and nonassessable.

             (c) The Company covenants and agrees that it will use its best
efforts to (i) file, as soon as practicable after the occurrence of a Flip-In
Event for which the consideration to be delivered by the Company upon exercise
of the Rights has been determined, or as soon as required by law after the
Distribution Date, as the case may be, a registration statement on an
appropriate form under the Securities Act with respect to the securities
purchasable upon exercise of the Rights, (ii) cause such registration statement
to become effective as soon as practicable after such filing, and (iii) cause
such registration statement to remain effective (with a prospectus which at all
times meets the requirements of the Securities Act) until the earliest of the
date as of which the Rights are no longer exercisable for such securities, the
Redemption Date and the Final Expiration Date. The Company further covenants and
agrees that it will take such action as may be appropriate under, and which will
ensure compliance with, the securities or "blue sky" laws of such jurisdictions
as may be necessary or appropriate in connection with the exercisability of the
Rights. The Company may temporarily suspend, for not more than 120 days after
the applicable date specified in the first sentence of this subsection, the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective and to complete such securities or
"blue sky" law action. Upon such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, and the Company also shall issue a public announcement at such time
as the suspension shall no longer be in effect. Failure of the Company to notify
the Rights Agent of any such suspension shall not affect the effectiveness
thereof. Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction unless the requisite
qualification or exemption in such jurisdiction shall have been effected. Until
otherwise




                                      -18-
<PAGE>   20


notified in writing by the Company, the Rights Agent may assume that each
purported exercise of the Rights is permitted by this Agreement and by
applicable law, and the Rights Agent shall not be liable for acting in reliance
upon such assumption.

             (d) The Company covenants and agrees that, subject to Section 2.4,
it will pay when due and payable any and all federal and state original issue or
transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Rights or the Rights Certificates or of any stock certificate
for Preferred Shares issued upon exercise of the Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of any Rights Certificate to a Person other than, or
the issuance of any stock certificate for Preferred Shares upon exercise of any
of the Rights represented by such Rights Certificate in a name other than, the
registered holder of such Rights Certificate or to issue or deliver any Rights
Certificate or stock certificate for Preferred Shares upon such transfer or
exercise until any such tax shall have been paid (any such tax being payable by
the holder of such Rights Certificate at the time of surrender thereof) or until
it has been established to the Company's reasonable satisfaction that no such
tax is due.

             (e) After a Triggering Event, the provisions of this Section shall
apply, to the extent applicable and appropriate, to all shares of capital stock
and other securities then purchasable upon exercise of the Rights.

         2.10 RECORD DATE OF PREFERRED SHARE OWNERSHIP. The Person in whose name
any stock certificate for Preferred Shares is issued upon exercise of any of the
Rights shall for all purposes be deemed to have become the holder of record of
the Preferred Shares represented thereby on, and such stock certificate shall be
dated, the date upon which the Rights Certificate evidencing such Rights was
duly surrendered to the Rights Agent with proper payment of the Exercise Price
(and all applicable transfer taxes, if any); provided, however, that if the date
of such surrender and payment shall be a date upon which the registry books of
the transfer agent for the Preferred Shares are closed, such Person shall be
deemed to have become the record holder of such Preferred Shares on, and such
stock certificate shall be dated, the next succeeding Business Day on which such
registry books are open.


                                   ARTICLE III
                    ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF
                              CERTAIN TRANSACTIONS

         3.1 FLIP-IN.

             (a) For purposes of this Article III, the "Product" shall be
defined as the product of the then current Exercise Price and the number of one
one-hundredths of a Preferred Share for which such Right was exercisable prior
to such occurrence.

             (b) Subject to Section 3.2, promptly upon the occurrence of an
event described in (i), (ii) or (iii) below (where each event shall be referred
to herein as a "Flip-In Event") proper provision shall be made so that the
registered holder of each Right, except as otherwise provided in Section 2.5(c),
shall thereafter have the right to receive, upon exercise thereof and payment





                                      -19-
<PAGE>   21


of the Product, in accordance with this Agreement, in lieu of Preferred Shares,
the number of shares of Common Stock determined dividing the Product by 50% of
the Fair Market Value of one share of Common Stock on the date of such
occurrence:

                           (i)  The occurrence of a Share Acquisition Date;

                           (ii) The commencement by any Person (other than an
         Exempt Person) of, or the first public announcement of the intention of
         any Person (other than an Exempt Person) to commence, a tender or
         exchange offer if, upon the consummation thereof, such Person would be
         the Beneficial Owner of 15% or more of the shares of Common Stock of
         the Company then outstanding; provided, however, that if any such
         tender or exchange offer is cancelled, terminated or otherwise
         withdrawn prior to the Distribution Date without the purchase of any
         Common Stock pursuant thereto, such offer shall be deemed never to have
         been commenced or publicly announced; or

                           (iii) At least a majority of the Disinterested
         Directors who are not officers of the Company shall declare that any
         Person is an "Adverse Person." A Person may be declared as an Adverse
         Person if it is determined by at least a majority of the Disinterested
         Directors who are not officers of the Company after reasonable inquiry
         and investigation (including such consultation, if any, with such
         Person as such Disinterested Directors shall deem appropriate) that a
         Person, either alone or with its Affiliates and Associates, has become
         the Beneficial Owner of 10% or more of the outstanding shares of Common
         Stock of the Company and that:

                                    (A)     such Beneficial Ownership by such
                                            Person is intended to cause, is
                                            reasonably likely to cause or will
                                            cause the Company to repurchase the
                                            shares of Common Stock Beneficially
                                            Owned by such Person (and/or its
                                            Affiliates and Associates) or the
                                            Company to take other action or
                                            enter into one or a series of
                                            related transactions which would
                                            provide such Person (and/or its
                                            Affiliates and Associates) with
                                            short-term financial gain under
                                            circumstances which would not be, in
                                            the judgment of such Disinterested
                                            Directors, in the best long-term
                                            interests of the Company and its
                                            shareholders, or

                                    (B)     such Beneficial Ownership is having
                                            or reasonably likely to have a
                                            material adverse effect (including,
                                            but not limited to, impairment of
                                            the Company's relationships with
                                            customers or its ability to maintain
                                            its competitive position) on the
                                            business or prospects of the Company
                                            (provided, however, that such
                                            Disinterested Directors may
                                            determine not to declare a Person to
                                            be an Adverse Person if, prior to
                                            the time that such Person acquired
                                            10% or more of the then outstanding
                                            shares of Common Stock of the
                                            Company, such Person provides a
                                            written statement of its purposes
                                            and intentions in connection with
                                            its proposed acquisition of

                                      -20-
<PAGE>   22


                                            such shares of Common Stock,
                                            together with any other information
                                            reasonably requested of such Person
                                            by such Disinterested Directors, and
                                            such Disinterested Directors, based
                                            on such written statement and
                                            information and such further inquiry
                                            and investigation as such
                                            Disinterested Directors shall deem
                                            necessary or appropriate, notify
                                            such Person in writing that such
                                            Person will not then be declared to
                                            be an Adverse Person.

The Disinterested Directors may expressly condition in any manner their
determination not to declare a Person to be an Adverse Person in such respects
as they deem appropriate, including, without limitation, such Person's not
acquiring more than a specified amount or percentage of the Company's then
outstanding capital stock or other securities and/or such Person's not taking
actions inconsistent with the purposes and intentions disclosed in its written
statement provided to the Board.

                  (c) No delay or failure by at least a majority of the
Disinterested Directors who are not officers of the Company to declare any
Person to be an Adverse Person shall in any way waive or otherwise affect the
power of such Disinterested Directors thereafter to declare such Person to be an
Adverse Person. In the event that at least a majority of such Disinterested
Directors should at any time determine, after reasonable inquiry and
investigation, including such consultation, if any, with such Person as such
Disinterested Directors shall deem necessary or appropriate, that such Person
has not met or complied with any condition specified by such Disinterested
Directors, such Disinterested Directors may at any time thereafter declare such
Person to be an Adverse Person.

                  (d) In the event that there shall not be sufficient authorized
and unissued or treasury shares of Common Stock to permit the exercise in full
of the Rights in accordance with Section 3.1(b), the Company shall take all
necessary action to authorize and reserve for issuance such number of additional
shares of Common Stock as may from time to time be required to be issued upon
the exercise in full of all outstanding Rights and, if necessary, shall use its
best efforts to obtain shareholder approval thereof. Notwithstanding the
preceding sentence, if at least a majority of the Disinterested Directors shall
determine that such action is necessary or appropriate and is not contrary to
the best interests of the holders of the Rights or if a sufficient number of
shares of Common Stock cannot be issued for such purpose in accordance with the
provisions hereof, such Disinterested Directors may cause the Company, in lieu
of issuing shares of Common Stock to distribute, upon the exercise of each
Right, cash, debt securities, shares of preferred stock of the Company, other
property or any combination thereof, having an aggregate Fair Market Value equal
to the Fair Market Value of the number of shares of Common Stock which otherwise
would have been issuable. Any such decision by a majority of the Disinterested
Directors must be made and publicly announced within 45 days after the
occurrence of any Flip-In Event.


                                      -21-
<PAGE>   23


         3.2      EXCHANGE.

                  (a) The Board may, at its option, at any time on or after the
occurrence of a Flip-In Event, exchange all or any part of the then outstanding
and exercisable Rights (which shall not include any Rights which have become
void pursuant to Section 2.5(c)) for shares of Common Stock of the Company at an
exchange rate of one share of Common Stock per Right, appropriately adjusted
(such exchange rate being hereinafter called the "Exchange Rate"); provided,
however, that the Board shall not be authorized to effect such an exchange at
any time after any Person (other than an Exempt Person), together with the
Affiliates and Associates of such Person, shall have become the Beneficial Owner
of 50.0% or more of the then outstanding shares of Common Stock of the Company.

                  (b) Immediately after action by the Board directing the
exchange of any Rights pursuant to this Section, and without any further action
and without any notice, the right to exercise such Rights shall terminate, and
thereafter each registered holder of such Rights shall only be entitled to
receive the number of shares of Common Stock of the Company which shall equal
the number of such Rights held by such registered holder multiplied by the
Exchange Rate then in effect. The Company shall give prompt written notice to
the Rights Agent and prompt public notice to the holders of the Rights of any
such exchange; provided, however, that the failure to give, or any defect in,
any such notice shall not affect the validity of such exchange. Within 15
Business Days after action by the Board directing the exchange of any Rights,
the Company shall mail (or cause the Rights Agent to mail) a notice of exchange
to each registered holder of such Rights, at its last address appearing on the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common Stock of the Company. Any
notice which is mailed in the manner provided in this subsection (b) shall be
deemed given, whether or not received by the registered holder to whom sent.
Each notice of exchange shall state the method by which the exchange of shares
of Common Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata among the registered holders of the Rights based upon
the number of Rights held (excluding Rights which shall have become void
pursuant to Section 2.5(c)); and, in such case, a new Rights Certificate
evidencing the Rights not being exchanged shall be prepared and executed by the
Company and countersigned and delivered by the Rights Agent to the registered
holder of such Rights.

                  (c) In any exchange pursuant to this Section, the Company, at
its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for
shares of Common Stock in effecting an exchange for Rights, at the initial rate
of one one-hundredth of a Preferred Share (or Equivalent Preferred Share) for
each share of Common Stock, appropriately adjusted to reflect any adjustments in
the voting rights of the Preferred Shares pursuant to the Certificate of
Designations attached hereto as EXHIBIT A, so that the fractional Preferred
Share delivered in lieu of each share of Common Stock shall have the same voting
rights as one share of Common Stock.


                                      -22-
<PAGE>   24


                  (d) In the event that there shall not be sufficient authorized
and unissued or treasury shares of Common Stock or Preferred Shares (or
Equivalent Preferred Shares) to permit the exchange of Rights directed by the
Board, the Company shall take all necessary action to authorize and reserve for
issuance such number of additional shares of Common Stock or Preferred Shares
(or Equivalent Preferred Shares) as may be required for issuance upon such
exchange and, if necessary, shall use its best efforts to obtain shareholder
approval thereof.

                  (e) The Company shall not be required to issue fractional
shares of Common Stock in exchange for Rights or to distribute stock
certificates which evidence fractional shares of Common Stock. If the Company
shall determine not to issue fractional shares of Common Stock, the Company
shall pay to the registered holders of the Rights with respect to which such
fractional shares would otherwise be issuable an amount in cash equal to the
same fraction of the Fair Market Value for the Trading Day immediately prior to
the date of such exchange) of one share of Common Stock.

         3.3      FLIP-OVER.

                  (a) In the event that, on or after the occurrence of a Flip-In
Event, and an event described in (i), (ii) or (ii) below (where each such event
shall be referred to herein as a "Flip-Over Event," and where a Flip-In Event or
a Flip-Over Event shall sometimes be referred to herein as a "Triggering
Event"), proper provision shall be made so that the registered holder of each
Right, except as otherwise provided in Section 2.5(c), shall thereafter have the
right to receive, upon exercise thereof and payment of an amount equal to the
Product, in accordance with this Agreement, in lieu of Preferred Shares, the
number of freely tradable shares (which shall be duly authorized, validly
issued, fully paid and nonassessable) of Common Stock of the Principal Party or,
in the case of a merger described in clause (ii) of this Section 3.3(a) in which
the Common Stock of the Company shall remain outstanding, unconverted and
unchanged, of the Company, free and clear of all rights of call or first
refusal, liens, encumbrances or other adverse claims, determined by dividing the
Product by 50% of the Fair Market Value of the shares of Common Stock of such
Principal Party (or, if appropriate, the Company) on the date of consummation of
a Flip-Over Event. Such Flip-Over Events are as follows:

                           (i) The Company shall consolidate with, or merge with
         and into, any Interested Shareholder or, if in such consolidation or
         merger all holders of the Common Stock of the Company are not treated
         the same, any other Person (other than a wholly-owned Subsidiary of the
         Company in a transaction not prohibited by Section 3.3(i), so that the
         Company shall not be the continuing or surviving corporation;

                           (ii) Any Interested Shareholder or, if in such merger
         all holders of the Common Stock of the Company are not treated the
         same, any other Person (other than a wholly-owned Subsidiary of the
         Company in a transaction not prohibited by Section 3.3(i)) shall merge
         with and into the Company, so that the Company shall be the continuing
         or surviving corporation, and in connection with such merger either all
         or part of the outstanding shares of Common Stock of the Company shall
         be converted or changed into or exchanged for capital stock or other
         securities of any other Person (or the Company), cash and/or other
         property or such shares of Common Stock shall remain outstanding,
         unconverted and unchanged; or





                                      -23-
<PAGE>   25

                           (iii) the Company shall sell or otherwise transfer
         (or one or more of its Subsidiaries shall sell or otherwise transfer),
         in one or a series of related 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 Interested Shareholder
         or, if in such transaction or transactions the holders of the Common
         Stock of the Company are not treated the same, any other Person or
         Persons (other than the Company or one or more of its wholly-owned
         Subsidiaries in one or more transactions, each of which is not
         prohibited by Section 3.3(i));

                  (b) Upon the consummation of a Flip-Over Event, such Principal
Party shall thereafter be liable for, and shall assume, by reason of the
consummation of such Flip-Over Event, all the obligations and duties of the
Company under this Agreement. The term "Company" shall thereafter be deemed to
refer to such Principal Party, it being specifically intended that the
applicable provisions of this Agreement shall apply to such Principal Party and
such Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of its shares of Common Stock to permit
exercise of all outstanding Rights in accordance with this subsection and the
distribution of cash, debt securities, shares and other property in accordance
with Section 3.1(d)) in connection with the consummation of a Flip-Over Event as
may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably possible, in relation to the shares of
Common Stock thereafter deliverable upon exercise of the Rights.

                  (c) After the Distribution Date, the Company shall not
consolidate or merge with any other Person (other than a wholly owned Subsidiary
of the Company in a transaction not prohibited by Section 3.3(i)), or sell or
otherwise transfer (or permit one or more of its Subsidiaries to sell or
otherwise transfer), in one or a series of related 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 or Persons
(other than the Company or one or more of its wholly-owned Subsidiaries in one
or more transactions, each of which is not prohibited by Section 3.3(i)), if (i)
at the time of or immediately after the consummation of such transaction there
are any options, warrants, rights, conversion or exchange privileges or
securities outstanding or any written or oral agreements, arrangements or
understandings (including provisions contained in the Company's Certificate of
Incorporation or Bylaws) in effect which, as a result of the consummation of
such transaction, would eliminate or substantially diminish the benefits
intended to be afforded by the Rights, or (ii) prior to, simultaneously with or
immediately after such transaction the shareholders of the Person who
constitutes, or would constitute, the Principal Party for the purpose of
subsection (a) of this Section shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates or Associates.





                                      -24-
<PAGE>   26


                  (d) The Company shall not consummate any Flip-Over Event
unless prior thereto (i) the Principal Party shall have a sufficient number of
authorized shares of its Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section, and (ii) the Company, the Principal Party and each other Person who may
become the Principal Party as a result of the consummation of such Flip-Over
Event shall have executed and delivered to the Rights Agent a supplemental
agreement providing for the implementation of all the terms and conditions set
forth in this Section and that, as soon as practicable after the date of such
Flip-Over Event, the Principal Party, at its own expense, shall:

                           (i) Prepare and file a registration statement on an
         appropriate form under the Securities Act with respect to the Rights
         and the securities purchasable upon exercise thereof, and use its best
         efforts to cause such registration statement to become effective as
         soon as practicable after such filing and to remain effective (with a
         prospectus which at all times meets the requirements of the Securities
         Act) until the earliest of the date as of which the Rights are no
         longer exercisable for such securities, the Redemption Date and the
         Final Expiration Date;

                           (ii) Use its best efforts to qualify or register the
         Rights and the securities purchasable upon exercise thereof under the
         securities or "blue sky" laws of such jurisdictions as may be necessary
         or appropriate in connection with the exercisability of the Rights;

                           (iii) Use its best efforts to list (or continue the
         listing of) the Rights and the securities purchasable upon exercise
         thereof on a national securities exchange or to meet the eligibility
         requirements for quotation on Nasdaq; and

                           (iv) Deliver to the registered holders of the Rights
         historical financial statements for the Principal Party and each of its
         Affiliates complying in all material respects with the requirements for
         registration of securities on Form 10 under the Exchange Act.

                  (e) Notwithstanding anything in this Agreement to the
contrary, this Section shall not apply if (i) such transaction is consummated
with a Person or Persons who acquired their shares of Common Stock of the
Company pursuant to a Permitted Offer, (ii) the price per share of Common Stock
of the Company provided in such transaction shall not be less than the price per
share of Common Stock paid to all holders whose shares were purchased pursuant
to such Permitted Offer, and (iii) the form of consideration being offered to
the remaining holders of the Common Stock of the Company pursuant to such
transaction is the same as the form of consideration paid pursuant to such
Permitted Offer. Upon consummation of any transaction authorized by this
subsection (e), all Rights shall expire.

                  (f) If, in the case of any transaction described in clause
(iii) of subsection (a) of this Section, the Person or Persons to whom assets or
earning power are sold or otherwise transferred are individuals, then, in lieu
of any other payment or distribution required by this Section, the Company shall
require as a condition to such transaction that, such Person or Persons shall
pay to each holder of a Rights Certificate, upon its surrender to the Rights
Agent and in





                                      -25-
<PAGE>   27


exchange therefor (without requiring any payment by such holder), cash in the
amount determined by multiplying the then current Exercise Price by the number
of one one-hundredths of a Preferred Share for which a Right is then
exercisable.

                  (g) In no event shall the Rights Agent have any obligations or
duties in respect of any Flip-Over Event, except as expressly set forth in this
Agreement. The Rights Agent may rely, and shall be fully protected in relying
upon, a certificate of the Company stating that the provisions of this Section
have been fulfilled. The prior written consent of the Rights Agent shall be
required in connection with any supplemental agreement which alters or impairs
the rights, obligations, duties or immunities of the Rights Agent hereunder.

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

                  (i) Except as permitted by Sections 5.1 and 5.9, the Company
covenants and agrees that, after the Distribution Date, it will not take, or
permit any of its Subsidiaries to take, any action if at the time such action
would be taken it is reasonably foreseeable that such action would eliminate or
substantially diminish the benefits intended to be afforded by the Rights.

         3.4 CERTIFICATE OF ADJUSTED EXERCISE PRICE OR NUMBER OF SHARES.
Whenever any adjustment shall be required, the Company shall promptly (i)
prepare a certificate setting forth such adjustment and a brief statement of the
facts requiring such adjustment, (ii) file with the Rights Agent and with each
transfer agent (if different than the Rights Agent) for the Preferred Shares or
the Common Stock of the Company a copy of such certificate and (iii) mail a
brief summary thereof to each registered holder of the Rights in accordance with
Section 5.8. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment described therein and shall not be deemed to
have knowledge of any such adjustment unless and until it shall have received
such certificate.


                                   ARTICLE IV
                                THE RIGHTS AGENT

         4.1 APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the Rights
Agent to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions of this Agreement. 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.

         4.2 CONCERNING THE RIGHTS AGENT.

                  (a) The Company covenants and agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and,
from time to time on the written request of the Rights Agent, to reimburse it
for all reasonable expenses and counsel fees incurred in connection with the
acceptance and administration of this Agreement and the performance of







                                      -26-
<PAGE>   28


its obligations and duties hereunder. The Company also covenants and 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 its part, for any action taken, suffered or omitted by it in
connection with the acceptance and administration of this Agreement and the
performance of its obligations and duties hereunder, including the costs and
expenses of defending against any claim of liability arising therefrom, directly
or indirectly.

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

         4.3 MERGER OR CONSOLIDATION OF THE RIGHTS AGENT.

             (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the shareholder services or corporate trust business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such corporation would be
eligible for appointment as successor Rights Agent under Section 4.5. In case at
the time any successor Rights Agent shall succeed to the agency created by this
Agreement any of the Rights Certificates countersigned by its predecessor Rights
Agent shall not have been delivered, such successor Rights Agent may adopt the
countersignature of its predecessor Rights Agent and deliver the Rights
Certificates so countersigned; or in case at such time any of the Rights
Certificates shall not have been countersigned, such successor Rights Agent may
countersign such Rights Certificates either in the name of its predecessor
Rights Agent or in the name of such successor Rights Agent; and in all such
cases, such Rights Certificates shall have the full force and effect provided
therein and in this Agreement.

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

         4.4 DUTIES OF THE RIGHTS AGENT. The Rights Agent undertakes the
obligations and duties imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of the Rights
Certificates (or, prior to the Distribution Date, the stock certificates for the
Common Stock of the Company), by accepting the same, shall be bound, and no
implied obligations or duties shall be read into this Agreement against the
Rights Agent.





                                      -27-
<PAGE>   29


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

             (b) Whenever in the performance of its duties under this 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, suffering or omitting 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 executed by any one of the Chairman of the Board,
the President, any Vice President, the Treasurer or the Secretary of the Company
and delivered to the Rights Agent; and such certificate shall be authorization
and protection to the Rights Agent as to any action taken, suffered or omitted
by it in good faith 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.

             (d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Rights
Certificates (except its countersignature thereon) 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 responsible for the validity of
this Agreement or the execution and delivery hereof (except for its due
execution hereof) or for the validity or execution of any Rights Certificate
(except for its countersignature thereon); nor shall the Rights Agent be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor shall the Rights Agent be
responsible for any change in the exercisability of the Rights (including Rights
becoming void pursuant to Section 2.5(c)), for any adjustment or change (or for
the manner or method of determining same) in the terms of the Rights (including
any adjustment or change in the Exercise Price or in the number or kind of
shares, securities or other property issuable upon the exercise thereof)
required by this Agreement or for ascertaining the existence of facts which
would require any such change or adjustment (except with respect to the exercise
of Rights evidenced by Rights Certificates after actual notice, in the manner
provided in Section 3.3, that such change or adjustment is required); nor shall
the Rights Agent by any act hereunder be deemed to have made any representation
or warranty as to the authorization or reservation of any Preferred Shares or
shares of Common Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any Preferred Shares or shares of Common Stock
will, when issued, be validly authorized and issued and 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 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.





                                      -28-
<PAGE>   30


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

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

             (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any of its obligations or duties hereunder
either directly 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 attorney or agent or for any loss to the Company
resulting from any such act, default, neglect or misconduct, provided the Rights
Agent exercised reasonable care in the selection and continued employment of
such attorney or agent.

             (j) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the Form of Certification of Status
attached to the Form of Election to Purchase or the Form of Assignment, as the
case may be, has either not been completed or indicates an affirmative response
to Question 1 and/or 2 thereof, the Rights Agent shall not take any further
action with respect to the requested exercise or transfer without first
consulting with the Company.

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

         4.5 RESIGNATION OR REMOVAL OF THE RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its obligations and
duties under this Agreement upon 30 days' prior notice to the Company and to
each transfer agent for the Preferred Shares and for the Common Stock of the
Company, sent by registered or certified mail, postage prepaid, and to each
registered holder of the Rights Certificates, sent by first-class mail, postage
prepaid. The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days' prior notice to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent for the Preferred Shares and for the
Common Stock of the Company, sent by registered or certified mail, postage
prepaid, and to each registered holder of the Rights Certificates, sent by first
class mail, postage prepaid. If the Rights Agent or any successor Rights







                                      -29-
<PAGE>   31


Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor Rights Agent. If the Company shall fail to
make such appointment within 30 days after giving notice of such removal or
after receiving notice of such resignation or incapacity, either from the
resigning or incapacitated Rights Agent or from the registered holder of any
Rights Certificate (who shall, with such notice, submit its Rights Certificate
for inspection by the Company), then the incumbent Rights Agent or the
registered holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a successor 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 of
America or the State of Wisconsin (or of any other state so long as such
corporation is authorized to do business as a banking institution in the State
of Wisconsin), be in good standing under the laws of the jurisdiction of its
incorporation, have an office in the State of Wisconsin, be authorized under
such laws to exercise corporate trust or stock transfer powers, be subject to
supervision or examination by federal or state authority and have at the time of
its appointment as Rights Agent a combined capital and surplus of at least
$50,000,000. After its appointment, the successor Rights Agent shall be vested
with the same rights, powers, obligations, duties and immunities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent for
the Preferred Shares and for the Common Stock of the Company, and mail notice
thereof to the registered holders of the Rights Certificates. Failure to give
any notice provided for in this Section, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or any successor Rights Agent or the appointment of any successor thereto.


                                    ARTICLE V
                                  MISCELLANEOUS

         5.1 REDEMPTION.

             (a) The Board may, at its option, at any time prior to the earliest
of the (i) Distribution Date, and (ii) the Final Expiration Date (where such
date at which Rights are redeemed pursuant to this Section shall be referred to
herein as the "Redemption Date"), redeem all, but not less than all, of the then
outstanding Rights at a redemption price of $.01 per Right, as may be adjusted
as provided in Section 5.1(f) (the "Redemption Price"), provided that, if the
Board shall authorize the redemption of the Rights in the circumstances set
forth in either of clauses (A) or (B) below, there must be more than one
Disinterested Director then in office and such authorization shall require the
concurrence of at least a majority of such Disinterested Directors: (A) such
authorization shall occur on or after the date a Person becomes an Acquiring
Person or an Adverse Person, or (B) such authorization shall occur on or after
the date of a change (resulting from a solicitation of either proxies or one or
more written shareholder consents) in a majority of the directors in office at
the commencement of such solicitation if any Person who shall be a participant
in such solicitation has stated (or, if upon the commencement of such
solicitation, at least a majority of the Disinterested Directors shall have
determined in





                                      -30-
<PAGE>   32


good faith) that such Person (or any of its Affiliates or Associates) intends to
take, or may consider taking, any action which would result in such Person
becoming an Acquiring Person or an Adverse Person.

             (b) Notwithstanding any other provision of this Agreement, the
Rights shall not be exercisable after the first occurrence of a Flip-Over Event
until such time as the Company's right of redemption under this Section shall
have expired.

             (c) In considering whether to redeem the Rights, the Board and the
Disinterested Directors may consider the best long and short term interests of
the Company and its shareholders, including, without limitation, the effects of
the redemption of the Rights upon employees, creditors, suppliers and customers
of the Company or of its Subsidiaries and upon the communities in which offices
or other establishments of the Company and such Subsidiaries are located and all
other pertinent factors. The redemption of the Rights by the Board may be made
effective at such time, on such basis and with such conditions as the Board, in
its sole discretion, may establish.

             (d) Immediately after action by the Board directing the redemption
of the Rights and without any further action and without any notice, the right
to exercise the Rights shall terminate, and thereafter each registered holder of
the Rights shall only be entitled to receive the Redemption Price therefor. The
Company shall give prompt written notice to the Rights Agent and prompt public
notice to the holders of the Rights 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 ten days after action by the Board directing
the redemption of the Rights, the Company shall mail (or cause the Rights Agent
to mail) a notice of redemption to each registered holder of the then
outstanding Rights, at its last address appearing on the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock of the Company. Any notice which is mailed
in the manner provided in this subsection shall be deemed given, whether or not
received by the registered holder to whom sent. Each notice of redemption shall
state the method by which payment of the Redemption Price is to be made. Neither
the Company nor any of its Affiliates or Associates may at any time redeem,
acquire or purchase for value any Rights other than in the manner set forth in
this Section and Section 3.2 or in connection with any purchase of outstanding
shares of its Common Stock prior to the Distribution Date.

             (e) The Company may, at its option, pay the Redemption Price in
cash, shares of Common Stock (based on its Fair Market Value) as of the date of
redemption) or any other form of consideration deemed appropriate by the Board.

             (f) In the event that the Company shall at any time after the date
of this Agreement (i) declare a dividend on its outstanding shares of Common
Stock payable in shares of Common Stock, or (ii) effect a subdivision,
combination or consolidation of its outstanding shares of Common Stock (by
reclassification or otherwise than by payment of dividends in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then, in each
such case, the Redemption Price after such event shall equal the Redemption
Price in effect immediately prior to such event multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the





                                      -31-
<PAGE>   33


denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event; provided, however, that such adjustment shall be
made only if the amount of the Redemption Price would be reduced or increased by
at least $0.001 per Right.

         5.2 RIGHTS OF ACTION. All rights of action in respect of this
Agreement, other than rights of action which the Rights Agent may have under
Sections 4.2 and 4.4, are vested in the registered holders of the Rights
Certificates (or, prior to the Distribution Date, the registered holders of the
Common Stock of the Company); and the registered holder of any Rights
Certificate (or, prior to the Distribution Date, of any stock certificate for
shares of such Common Stock), without the consent of the Rights Agent or of the
holder of any other Rights Certificate (or, prior to the Distribution Date, of
any other stock certificate for shares of Common Stock), may, on such registered
holder's own behalf and for such registered holder's own benefit, enforce, and
may institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such registered holder's right to
exercise the Rights evidenced by such Rights Certificate (or, prior to the
Distribution Date, such stock certificate) in the manner provided in such Rights
Certificate and in this Agreement. Without limiting the generality of the
foregoing or any remedies available to the holders of the Rights, it is
specifically acknowledged that the registered holders of the 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 and duties under, and
injunctive relief against any actual or threatened violations of the obligations
and duties of any Person subject to, this Agreement.

         5.3 AGREEMENTS OF HOLDERS OF THE RIGHTS. Each 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 shall be
transferable only simultaneously and together with the transfer of shares of
Common Stock of the Company;

             (b) After the Distribution Date, the Rights Certificates shall be
transferable on the registry books of the Rights Agent only if surrendered at
the principal office of the Rights Agent, with the Form of Assignment and
Certification of Status on the reverse side thereof duly executed, together with
such signature guarantees and other documentation as the Rights Agent may
reasonably request;

             (c) Subject to Sections 2.4 and 2.5(c), the Company and the Rights
Agent may deem and treat the Person in whose name any Rights Certificate (or,
prior to the Distribution Date, any stock certificate for the Common Stock of
the Company) is registered as the absolute owner thereof and of the Rights
represented thereby (notwithstanding any notations of ownership or other writing
on such Rights Certificate or stock certificate made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to the contrary;
and

             (d) Neither the Company nor the Rights Agent shall have any
liability to any holder of a Right or to any other Person because of its
inability to perform any of its obligations or duties under this Agreement by
reason of any applicable law, any preliminary or permanent injunction or other
order, decree or ruling issued by a court of competent jurisdiction or by a




                                      -32-
<PAGE>   34


governmental, regulatory or administrative agency or commission or any rule,
regulation or executive order promulgated or enacted by any such governmental
authority prohibiting or otherwise restraining performance of any such
obligation or duty; provided, however, that the Company shall use its best
efforts to have any such injunction, order, decree or ruling lifted or otherwise
overturned as soon as reasonably possible.

         5.4 RIGHTS CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No holder, as
such, of any Rights Certificate shall be entitled to vote, to receive dividends
or other distributions on or to exercise any preemptive rights with respect to,
or shall be deemed for any other purpose to be the holder of, the Preferred
Shares or other shares of capital stock of any class of the Company which may at
the time be issuable upon exercise of the Rights represented thereby; nor shall
anything contained herein or in any Rights Certificate be construed to confer
upon the holder of any Rights Certificate, as such, any of the rights of a
shareholder of the Company, or any right to vote for the election of directors
or upon any other matter submitted to shareholders at any meeting thereof, to
give or withhold consent to any corporate action, to receive notice of meetings
or other actions affecting shareholders (except as provided in Section 5.7) or
to receive dividends, subscription rights or other distributions, until the
Rights represented by such Rights Certificate shall have been exercised, in
whole or in part, in accordance with the provisions hereof.

         5.5 ISSUANCE OF NEW RIGHTS CERTIFICATES. Notwithstanding any provision
of this Agreement or of the Rights Certificates to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing the Rights in such
form as may be approved by the Board to reflect any adjustment or change in the
Exercise Price or in the number or kind of shares, securities or other property
issuable upon exercise of the Rights in accordance with the provisions of this
Agreement; provided, however, that (i) no such Rights Certificates shall be
issued if, and to the extent that, the Company shall be advised by counsel that
such issuance could create a significant risk of material adverse tax
consequences to the Company or to the Persons to whom such Rights Certificates
would be issued and (ii) no such Rights Certificates shall be issued if, and to
the extent that, appropriate adjustment shall otherwise have been made in lieu
of the issuance thereof.

         5.6 FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

             (a) The Company shall not be required to issue fractional Rights or
to distribute Rights Certificates which evidence fractional Rights. If the
Company shall determine not to issue fractional Rights, the Company shall pay,
to the registered holders of the Rights with respect to which fractional Rights
would otherwise be issuable an amount in cash equal to the same fraction of the
Fair Market Value for the Trading Day immediately prior to the date on which
such fractional Rights would otherwise have been issued) of one Right in lieu of
issuing fractional Rights.

             (b) The Company shall not be required to issue fractional Preferred
Shares (other than fractions which are multiples of one one-hundredth of a
Preferred Share) upon exercise of the Rights or to distribute stock certificates
which evidence fractional Preferred Shares (other than fractions which are
multiples of one one-hundredth of a Preferred Share). If the Company shall
determine not to issue fractional Preferred Shares that are not multiples of one





                                      -33-
<PAGE>   35


one-hundredth of a Preferred Share, the Company shall pay to the registered
holders of the Rights Certificates at the time Rights represented thereby are
exercised, in lieu of such fractional Preferred Shares, an amount in cash equal
to the same fraction of the Fair Market Value for the Trading Day immediately
prior to the date of such exercise of one one-hundredth of a Preferred Share.

             (c) Each holder of a Right, by accepting the same, expressly waives
such holder's right to receive or exercise any fractional Right or to receive
any fractional Preferred Share upon the exercise of such Right (except as
provided in this Section).

         5.7 NOTICE TO HOLDERS OF RIGHTS CERTIFICATES OF CERTAIN EVENTS.

             (a) In the event that any time after the Distribution Date, the
Company shall propose: (i) to pay any dividend payable in shares of capital
stock of any class of the Company to the holders of Preferred Shares (other than
a regular quarterly cash dividend); (ii) to effect any reclassification of the
Preferred Shares (other than a reclassification involving only the subdivision
of the outstanding Preferred Shares); (iii) to make any distribution to the
holders of Preferred Shares described in Section 2.7(b) or 2.7(c); (iv) to
effect any Flip-Over Event; (v) to pay any dividend on its shares of Common
Stock payable in shares of Common Stock or to effect a subdivision, combination
or consolidation of its outstanding shares of Common Stock (by reclassification
or otherwise than by payment of dividends in shares of Common Stock); or (vi) to
effect the liquidation, dissolution or winding up of the Company; then, in each
such case, the Company shall give to the Rights Agent and each registered holder
of the Rights, in the manner provided in Section 5.8, written notice of such
proposed action, which shall specify the record date for such stock dividend or
distribution or the date on which such reclassification, Flip-Over Event,
liquidation, dissolution or winding up is expected to occur (and the date for
participation therein by the holders of the Common Stock and/or Preferred Shares
if any such date is to be fixed). Such notice shall be given, in the case of any
action described in clause (i) or (iii) of the preceding sentence, at least ten
days prior to the record date and, in the case of any other such action, at
least 20 days prior to the date of taking of such proposed action or the date
for participation therein by the holders of Preferred Shares, whichever shall be
the earlier.

             (b) In case any Section Flip-In Event shall occur, the Company
shall, as soon as practicable thereafter, give to the Rights Agent and each
registered holder of the Rights, in the manner provided in Section 5.8, written
notice of the occurrence thereof, which notice shall describe such occurrence
and its consequences in reasonable detail.

         5.8 NOTICES. Except as otherwise provided herein, notices or demands
authorized by this Agreement to be given or made by the Rights Agent or by the
registered holder of any Rights, Rights Certificate or stock certificate for
shares of Common Stock of the Company to or on the Company shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed (until
another address shall be filed in writing with the Rights Agent) as follows:

                           St. Francis Capital Corporation
                           13400 Bishops Lane, Suite 350
                           Brookfield, Wisconsin  53005-6203
                           Attention:  Thomas R. Perz, President/CEO





                                      -34-
<PAGE>   36


Except as otherwise provided herein, notices or demands authorized by this
Agreement to be given or made by the Company or by the registered holder of any
Rights, Rights Certificate or stock certificate for shares of Common Stock of
the Company to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
shall be filed in writing with the Company) as follows:

                           Firstar Trust Co.
                           615 East Michigan Avenue, 4th Floor
                           P.O Box 2077
                           Milwaukee, Wisconsin  53202
                           Attention: Eugene R. Lee, Vice President

Except as otherwise provided herein, notices or demands authorized by this
Agreement to be given or made by the Company or the Rights Agent to the
registered holder of any Rights, Rights Certificate or stock certificate for
shares of Common Stock of the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed to such holder at its last
address appearing on the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common
Stock of the Company.

         5.9 SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date, but
subject to the last sentence of this Section, the Company and the Rights Agent,
if so directed in writing by the Company may supplement or amend any term,
provision or condition of this Agreement, without the approval of the registered
holders of the stock certificates representing the Common Stock and the Rights.
From and after the Distribution Date, but subject to the last sentence of this
Section, the Company and the Rights Agent, if so directed in writing by the
Company may supplement or amend this Agreement, without the approval of the
registered holders of the Rights (however represented), in order to: (i) cure
any ambiguity; (ii) correct or supplement any term, provision or condition of
this Agreement which may be defective or inconsistent with any other term,
provision or condition hereof; (iii) shorten or lengthen any time period
specified herein (except that after the first occurrence of an event described
in either clause (A) or (B) in the first sentence of Section 5.1(a), there must
be Disinterested Directors then in office and any such shortening or lengthening
shall require the concurrence of at least a majority of such Disinterested
Directors); or (iv) change or supplement one or more of the terms, provisions or
conditions hereof, other than as described in (iii) above, in any manner which
the Company may deem necessary or desirable and which shall not materially
adversely affect, as determined by the Board (with the concurrence of at least a
majority of the Disinterested Directors), the interests of the holders (other
than a Restricted Person or the transferees thereof specified in Section 2.5(c))
of the Rights (however represented); provided, however, that this Agreement may
not be supplemented or amended pursuant to clause (iii) of this sentence (A) to
lengthen any time period unless (I) approved by at least a majority of the
Disinterested Directors, and (II) such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the benefits to, the
holders (other than a Restricted Person or the transferees thereof specified in
Section 2.5(c)) of the Rights, or (B) to lengthen any time period relating to
when the Rights may be redeemed if at such time the Rights are not then
redeemable. Upon the delivery of a certificate from an appropriate officer of
the Company stating that the proposed supplement or amendment is in compliance
with the terms of this Section, the Rights Agent shall execute such supplement
or amendment; provided, however, that the Rights Agent shall not be required to
execute any





                                      -35-
<PAGE>   37


supplement or amendment which affects any of the Rights Agent's rights, powers,
obligations, duties or immunities under this Agreement without its consent. On
and after the Distribution Date, no supplement or amendment shall be made which
changes the Exercise Price, the number of one one-hundredths of a Preferred
Share for which a Right is exercisable, the Redemption Price or the Final
Expiration Date. Prior to the Distribution Date, the interests of the holders of
the Rights shall be deemed coincident with the interests of the holders of the
Common Stock of the Company.

         5.10 SUCCESSORS. All of the terms, provisions and conditions 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.

         5.11 CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes
of this Agreement, any calculation of the number of shares of Common Stock
outstanding at any particular time, including the determination of the
percentage of such outstanding shares of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The
Board (or, as and when set forth herein, the Disinterested Directors) shall have
the exclusive power and authority to interpret this Agreement and to exercise
all rights and powers specifically granted to the Board or to the Company, or as
may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to make all determinations
deemed necessary or advisable for such administration, including, without
limitation, a determination to redeem or not to redeem the Rights, to exchange
or not to exchange the Rights, to declare a Person to be an Adverse Person or to
supplement or amend this Agreement. All such calculations, determinations,
interpretations and exercises (including, for purposes of clause (ii) below, all
omissions with respect to the foregoing) which are done or made by the Board (or
the Disinterested Directors) in good faith shall (i) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other Persons and (ii) not subject any director (including any Disinterested
Director) to any liability to the holders of the Rights or to any other Person.

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

         5.13 SEVERABILITY. If any term, provision or condition of this
Agreement shall be held by a court of competent jurisdiction or other lawful
authority to be invalid, void or unenforceable, the remaining terms, provisions,
and conditions of this Agreement shall remain in full force and effect and shall
in no way affected, impaired or invalidated; provided, however, that if any such
term, provision or condition is held by such court or authority to be invalid,
void or unenforceable and the Board (with the concurrence of at least a majority
of the Disinterested Directors then in office) shall determine in good faith
that severing the same from this Agreement






                                      -36-
<PAGE>   38


would adversely affect the purposes or effect of this Agreement, the right of
redemption set forth in Section 5.6 shall be reinstated and shall not expire
until the Close of Business on the tenth day following the date of such
determination by the Board.

         5.14 GOVERNING LAW. This Agreement and each Rights Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
Wisconsin and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and to be performed
entirely within such State.

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

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

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


                                      ST. FRANCIS CAPITAL CORPORATION



                                      By:_____________________________________
                                           Thomas R. Perz, President/CEO



                                      FIRSTAR TRUST CO.




                                      By:_____________________________________
                                           Eugene R. Lee, Vice President


                                      ATTEST




                                      By:_____________________________________
                                           William Caruso, Assistant Secretary






                                      -37-
<PAGE>   39


                                                                       EXHIBIT A

                                      FORM
                                       OF
         CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                         ST. FRANCIS CAPITAL CORPORATION



    (Pursuant to Section 180.0602 of the Wisconsin Business Corporation Law)



         St. Francis Capital Corporation, a corporation organized and existing
under the Wisconsin Business Corporation Law (the "Corporation"), does hereby
certify that, pursuant to authority conferred upon its Board of Directors by its
Articles of Incorporation and by the provisions of 180.0602 of the Wisconsin
Business Corporation Law, the following resolution was adopted by its Board of
Directors at a meeting duly called and held on September 25, 1997:

                 RESOLVED, that pursuant to the authority conferred upon the
         Board of Directors of the Corporation (the "Board") by the provisions
         of the Articles of Incorporation of the Corporation and the provisions
         of Section 180.0602 of the Wisconsin Business Corporation Law, there is
         hereby created a series of Preferred Stock of the Corporation, which
         series shall have the following powers, designations, preferences and
         relative, participating, optional and other special rights, and the
         qualifications, limitations or restrictions thereof, in addition to
         those set forth in the Articles of Incorporation of the Corporation:

         SECTION 1. DESIGNATION OF SERIES: NUMBER OF SHARES. There is designated
a series of Preferred Stock titled as "Series A Junior Participating Preferred
Stock," par value $.01 per share (the "Series A Preferred Stock"), and the
authorized number of shares constituting the Series A Preferred Stock shall be
120,000. Such number of authorized shares may be increased or decreased, from
time to time, by resolution of the Board; provided, however, that no such
decrease shall reduce the number of authorized shares of the Series A Preferred
Stock to a number less than the number of shares of the Series A Preferred Stock
then outstanding, plus the number of such shares then reserved for issuance upon
the exercise of any outstanding options, warrants or rights or the exercise of
any conversion or exchange privilege contained in any outstanding security
issued by the Corporation.

         SECTION 2.   DIVIDENDS AND DISTRIBUTIONS.

                 (A)  Subject to the rights of the holders of shares of any
other series of Preferred Stock (or shares of any other class of capital stock
of the Corporation) ranking senior to the Series A Preferred Stock with respect
to dividends, the holders of shares of the Series A Preferred Stock, in
preference to the holders of shares of Common Stock and of any other class of
capital


<PAGE>   40


stock of the Corporation ranking junior to the Series A Preferred Stock with
respect to dividends, shall be entitled to receive, when, as and if declared by
the Board out of funds legally available therefor, such dividends, subject to
the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock. In the event the Company shall at any
time after September 25, 1997 (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

                 (B)  The Board shall declare, out of funds legally available
therefor, a dividend or distribution on the Series A Preferred Stock, as
provided in paragraph (A) of this Section 2, immediately after it has declared a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).

         SECTION 3. VOTING RIGHTS. In addition to any other voting rights
required by applicable law, the holders of shares of the Series A Preferred
Stock shall have the following voting rights:

                 (A) Each share of the Series A Preferred Stock shall entitle
the holder thereof to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation. The multiple of 100 (the "Voting Multiple") set
forth in the preceding sentence shall be adjusted from time to time as
hereinafter provided in this paragraph (A). In the event that the Corporation
shall at any time after the effective date of this Resolution of the Board
("Resolution") (i) declare or pay any dividend on Common Stock payable in shares
of Common Stock, or (ii) effect a subdivision, 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 Voting Multiple
thereafter applicable to the determination of the number of votes per share to
which the holders of shares of the Series A Preferred Stock shall be entitled
shall be the Voting Multiple in effect immediately prior to such event
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

                 (B) Except as otherwise provided in this Resolution, in any
other resolution establishing another series of Preferred Stock (or any series
of any other class of capital stock of the Corporation) or by applicable law,
the holders of the Series A Preferred Stock, the holders of Common Stock and the
holders of any other class of capital stock of the Corporation having general
voting rights shall vote together as a single class on all matters submitted to
a vote of the shareholders of the Corporation.


                                       2
<PAGE>   41


                 (C) Except as otherwise provided in this Resolution or by
applicable law, the holders of the Series A Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the
extent provided in paragraph (B) of this Section 3) for the taking of any
corporate action.

         SECTION 4.  CERTAIN RESTRICTIONS.

                 (A) Whenever dividends or other 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 outstanding shares of the Series A Preferred Stock shall have been
paid in full, the Corporation shall not:

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

                           (ii) Declare or pay dividends, or make any other
                  distributions, on any shares of any class of capital stock of
                  the Corporation ranking on a parity (either as to dividends or
                  upon liquidation, dissolution or winding up of the
                  Corporation) 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 accrued and unpaid in
                  proportion to the total amounts to which the holders of all
                  such shares are then entitled;

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

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


                                       3
<PAGE>   42


                 (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of any
class of capital 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 the Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after such purchase or
acquisition. All such cancelled shares shall thereupon become authorized and
unissued shares of Preferred Stock and may be reissued as part of any new series
of Preferred Stock, subject to the conditions and restrictions on issuance set
forth in the Articles of Incorporation of the Corporation, from time to time, in
any other resolution establishing another series of Preferred Stock (or any
series of any other class of capital stock of the Corporation) or in any
applicable law.

         SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation
(whether voluntary or otherwise), dissolution or winding up of the Corporation,
no distribution shall be made (a) to the holders of shares of any class of
capital stock of the Corporation ranking junior (either as to dividends or upon
liquidation, dissolution or winding up of the Corporation) to the Series A
Preferred Stock unless, prior thereto, the holder of each outstanding share of
the Series A Preferred Stock shall have received an amount equal to the accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, plus an amount equal to the greater of (i) $1.00, and (ii)
an aggregate amount, subject to adjustment as hereinafter provided in this
Section 6, equal to 100 times the aggregate per share amount to be distributed
to the holders of Common Stock, or (b) to the holders of shares of any class of
capital stock of the Corporation ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up of the Corporation) with the Series
A Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event that the Corporation shall at any time after the
effective date of this Resolution (a) declare or pay any dividend on Common
Stock payable in shares of Common Stock, or (b) effect a subdivision,
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 per share to which the holders of shares of the
Series A Preferred Stock would have been entitled to receive immediately prior
to such event pursuant to clause (a)(ii) of the preceding sentence shall be
adjusted by multiplying such aggregate per share amount by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately after such event and the denominator of which shall be the number of
shares of Common Stock that were outstanding immediately prior to such event.

         SECTION 7. CONSOLIDATION, MERGER, ETC. In the event that the
Corporation shall be a party to any consolidation, merger, combination or other
transaction in which the outstanding shares of Common Stock are converted or
changed into or exchanged for other capital stock, securities, cash or other
property, or any combination thereof, then, in each such case, each share of the
Series A Preferred Stock shall at the same time be similarly converted or
changed into or exchanged for an aggregate amount, subject to adjustment as
hereinafter provided in this Section 7, equal to 100 times the aggregate amount
of capital stock, securities, cash and/or other

                                       4
<PAGE>   43


property (payable in kind), as the case may be, into which or for which each
share of Common Stock is being converted or changed or exchanged. In the event
that the Corporation shall at any time after the effective date of this
Resolution declare or pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision, 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 per
share to which the holders of shares of the Series A Preferred Stock would have
been entitled to receive immediately prior to such event pursuant to the
preceding sentence shall be adjusted by multiplying such aggregate per share
amount by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

         SECTION 8. NO REDEMPTION. The shares of the Series A Preferred Stock
shall not be redeemable at any time.

         SECTION 9. RANK. Unless otherwise provided in the resolution
establishing another series of Preferred Stock after the effective date of this
Resolution, the Series A Preferred Stock shall rank, as to the payment of
dividends and the making of any other distribution of assets of the Corporation,
senior to the Common Stock, but junior to all other series of the Preferred
Stock.

         SECTION 10. AMENDMENTS. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences and rights of the Series A Preferred Stock so as
to adversely affect any thereof without the affirmative vote of the holders of
at least two-thirds of the outstanding shares of the Series A Preferred Stock,
voting separately as a single class.

         SECTION 11. FRACTIONAL SHARES. Fractional shares of the Series A
Preferred Stock may be issued, but, unless the Board shall otherwise determine,
only in multiples of one one-hundredth of a share. The holder of any fractional
share of the Series A Preferred Stock shall be entitled to receive dividends,
participate in distributions, exercise voting rights and have the benefit of all
other powers, preferences and rights relating to the Series A Preferred Stock in
the same proportion as such fractional share bears to a whole share.


                                      5
<PAGE>   44


         IN WITNESS WHEREOF, St. Francis Capital Corporation has caused this
Certificate to be executed and attested by its duly authorized officers this
25th day of September, 1997.



                                     ST. FRANCIS CAPITAL CORPORATION



                                     By_________________________________
                                     Name:    Thomas R. Perz
                                     Title:   President/CEO


                                     Attest:____________________________
                                     Name:______________________________
                                     Title:_____________________________







                                       6
<PAGE>   45
                                                                    EXHIBIT B

                          [Form of Rights Certificate]


Certificate No. R-__________________                        ____________Rights

                  NOT EXERCISABLE AFTER SEPTEMBER 25, 2007 OR EARLIER IF
                  REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO
                  REDEMPTION, AT THE OPTION OF ST. FRANCIS CAPITAL CORPORATION,
                  AT $.0l PER RIGHT, AND EXCHANGE ON THE TERMS SET FORTH IN THE
                  SHAREHOLDER RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES
                  DESCRIBED IN SUCH SHAREHOLDER RIGHTS AGREEMENT, RIGHTS
                  BENEFICIALLY OWNED BY A RESTRICTED PERSON (AS SUCH TERM IS
                  DEFINED IN SUCH AGREEMENT), OR BY CERTAIN TRANSFEREES FROM A
                  RESTRICTED PERSON, SHALL BE OR BECOME VOID.

                               RIGHTS CERTIFICATE
                         ST. FRANCIS CAPITAL CORPORATION

         This certifies that , or registered assigns, is the registered owner of
the number of Rights set forth above, each of which entitles the owner, subject
to the terms, provisions and conditions of the Shareholder Rights Agreement
dated as of September 25, 1997 (the "Rights Agreement") between St. Francis
Capital Corporation, a Wisconsin corporation (the "Company"), and Firstar Trust
Co., a Wisconsin-chartered trust company (the "Rights Agent"), to purchase from
the Company at any time after the Distribution Date and prior to the Close of
Business on September 25, 2007, at the principal office of the Rights Agent or
its successor as Rights Agent, one one-hundredth of a fully paid and
nonassessable share of Series A Junior Participating Preferred Stock, $.01 par
value per share (the "Preferred Shares"), of the Company at a purchase price of
$150 per one one-hundredth of a Preferred Share (the "Exercise Price"), upon
presentation and surrender of this Rights Certificate with the Form of Election
to Purchase and the related Form of Certification of Status duly executed,
together with such signature guarantees and other documentation as the Rights
Agent may reasonably request. The number of Rights evidenced by this Rights
Certificate (as well as the number of one one-hundredths of a Preferred Share
which may be purchased upon the exercise of each Right) set forth above, and the
Exercise Price set forth above, are the numbers and the Exercise Price as of ,
______, based on the Preferred Shares as constituted on such date. As provided
in the Rights Agreement, such number of Rights (and/or such number of one
one-hundredths of a Preferred Share) and such Exercise Price are subject to
change and adjustment upon the happening of certain events specified in the
Rights Agreement. Capitalized terms not defined herein have the respective
meanings specified in the Rights Agreement.



<PAGE>   46


         From and after the first occurrence of a Flip-In Event, if the Rights
evidenced by this Rights Certificate are Beneficially Owned by (i) a Restricted
Person, (ii) a transferee from a Restricted Person who becomes a transferee
after the Acquiring Person or Adverse Person becomes such, or (iii) under
certain circumstances specified in the Rights Agreement, a transferee from a
Restricted Person who becomes a transferee prior to or concurrently with the
Acquiring Person or Adverse Person becoming such, such Rights shall be or become
void, and no holder hereof shall have any rights whatsoever with respect to such
Rights.

         This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
incorporated herein by reference and made a part hereof, to which Rights
Agreement reference is hereby made for a full description of the rights, powers,
obligations, duties and immunities hereunder of the Company, the Rights Agent
and the holders of the Rights Certificates. Under the circumstances set forth in
the Rights Agreement, the exercisability of the Rights represented hereby may be
temporarily suspended. The Rights Agreement is on file at the principal office
of the Company and at the principal office of the Rights Agent, and a copy will
be provided upon written request to the Secretary of the Company.

         Upon surrender at the principal office of the Rights Agent, this Rights
Certificate, with or without other Rights Certificates, may be exchanged for one
or more Rights Certificates of like tenor and date evidencing Rights entitling
the holder to purchase the same aggregate number of one one-hundredths of a
Preferred Share as the Rights evidenced by the Rights Certificates so
surrendered. If this Rights Certificate shall be exercised in part, the holder
hereof shall be entitled to receive, upon surrender hereof, one or more Rights
Certificates for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Rights Certificate (i) may be redeemed, at the direction of the Board,
at a redemption price (subject to adjustment) of $.0l per Right (payable in
cash, shares of Common Stock of the Company or any other form of consideration
deemed appropriate by the Board), or (ii) under certain circumstances, may be
exchanged, in whole or in part, at the direction of the Board, for shares of
Common Stock of the Company or Preferred Shares at an exchange rate (subject to
adjustment) of one share of Common Stock or one one-hundredth of a Preferred
Share per Right.

         No fractional Preferred Share will be issued upon the exercise of any
Rights represented hereby (other than fractions which are a multiple of one
one-hundredth of a Preferred Share), but in lieu thereof a cash payment will be
made as provided in the Rights Agreement.

         In certain circumstances described in the Rights Agreement, the Rights
evidenced hereby may entitle the registered holder thereof to purchase
securities of an entity other than the Company or securities or assets of the
Company other than the Preferred Shares, all as provided in the Rights
Agreement.

         No holder, as such, of this Rights Certificate shall be entitled to
vote, to receive dividends or other distributions on or to exercise any
preemptive rights with respect to, or shall be deemed for any other purpose to
be the holder of, the Preferred Shares or other shares of capital stock


<PAGE>   47


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

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

         IN WITNESS WHEREOF, this Rights Certificate has been executed by the
Company by the duly authorized facsimile signature of a proper officer of the
Company and a facsimile of its corporate seal has been imprinted hereon and duly
attested by the duly authorized facsimile signature of a proper officer of the
Company.

         Dated as of_________________,___.

                                         ST. FRANCIS CAPITAL CORPORATION


                                         By:_______________________________
                                         Name:
                                         Title:

                                         ATTEST:___________________________
                                         Name:
                                         Title:

                                         Countersigned:

                                         FIRSTAR TRUST CO. (AS RIGHTS AGENT)


                                         By:_______________________________
                                            Authorized Signature


                                         ATTEST:___________________________
                                         Name:
                                         Title:


<PAGE>   48


                      [Reverse Side of Rights Certificate]

                          FORM OF ELECTION TO PURCHASE

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

TO:  ST. FRANCIS CAPITAL CORPORATION

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

         Please print name and address:     _________________________________
                                            _________________________________
_____________________________________________________________________________
_____________________________________________________________________________
         Please insert social security, 
         taxpayer identification 
         or other identifying number:       _________________________________


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

         Please print name and address:     _________________________________
                                            _________________________________
_____________________________________________________________________________
_____________________________________________________________________________
         Please insert social security, 
         taxpayer identification 
         or other identifying number:       _________________________________


Dated:________________________,  _____


                                            _________________________________
                                            Signature

         Signatures must be guaranteed by an Eligible Guarantor Institution, as
defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934,
as amended.

Signature Guaranteed:___________________________________________________________


<PAGE>   49


                             CERTIFICATION OF STATUS

The undersigned hereby certifies by checking the appropriate boxes that:

         (1) this Rights Certificate [ ] is [ ] is not being exercised by or on
behalf of a Person who is or was a Restricted Person (as such term is defined in
the Rights Agreement); and

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


Dated:____________________,_____________________________________________________
                                           Signature

         Signatures must be guaranteed by an Eligible Guarantor Institution, as
defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934,
as amended.

Signature Guaranteed:___________________________________________________________

                                     NOTICE

         The signature(s) on the foregoing Form of Election to Purchase and
Certification of Status must correspond to the name written upon the face of
this Rights Certificate in every particular, without alteration or any change
whatsoever.

         In the event the Certification of Status set forth above is not
completed, the Company will deem the beneficial owner of the Rights represented
by this Rights Certificate to be a Restricted Person (as such term is defined in
the Rights Agreement), will not honor the Election to Purchase and will affix a
legend to such effect on this Rights Certificate and on any Rights Certificates
issued in exchange for this Rights Certificate.


<PAGE>   50


                      [Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

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


      FOR VALUE RECEIVED_______________ hereby sells, assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________

                  (Please print name and address of transferee)




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


Dated:_____________________,________________________________________________
                                        Signature


         Signatures must be guaranteed by an Eligible Guarantor Institution, as
defined in SEC Rule 17Ad-15 promulgated under the Securities Exchange Act of
1934, as amended.

Signature Guaranteed:___________________________________________________________



<PAGE>   51


                             CERTIFICATION OF STATUS

The undersigned hereby certifies by checking the appropriate boxes that:

         (1) this Rights Certificate [ ] is [ ] is not being sold, assigned or
transferred by or on behalf of a Person who is or was a Restricted Person (as
such term is defined in the Rights Agreement); and

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


Dated:____________________,_____________________________________________________
                                       Signature

         Signatures must be guaranteed by an Eligible Guarantor Institution, as
defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934,
as amended.

Signature Guaranteed:___________________________________________________________

                                     NOTICE

         The signature(s) on the foregoing Form of Assignment and Certification
of Status must correspond to the name written upon the face of this Rights
Certificate in every particular, without alteration or any change whatsoever.

         In the event the Certification of Status set forth above is not
completed, the Company will deem the beneficial owner of the Rights represented
by this Rights Certificate to be a Restricted Person (as such term is defined in
the Rights Agreement), will not honor the Assignment and will affix a legend to
such effect on this Rights Certificate and on any Rights Certificates issued in
exchange for this Rights Certificate.

<PAGE>   52
                                                                      EXHIBIT C

                          SUMMARY OF RIGHTS TO PURCHASE
             SHARES OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


         On September 25, 1997, the Board of Directors (the "Board") of St.
Francis Capital Corporation (the "Company") declared a dividend of one preferred
stock purchase right (a "Right") for each outstanding share of Common Stock,
$.01 par value per share (the "Common Stock"), of the Company. The dividend is
payable to the holders of record of the Common Stock at the Close of Business on
October 10, 1997 (the "Record Date"). Except as described below, each Right
entitles the holder thereof, at any time on or after the Business Day (as
hereinafter defined) following the Distribution Date (as hereinafter defined)
and prior to the earliest of the Close of Business on the "Final Expiration
Date" (as hereinafter defined) and the time at which such Rights are exchanged,
to purchase from the Company one one-hundredth of a share of the Company's
Series A Junior Participating Preferred Stock, $.01 par value per share (the
"Preferred Shares"), at a price of $150 per one one-hundredth of a Preferred
Share, subject to adjustment (the "Exercise Price"). The Rights may not be
exercised until the Business Day after the Distribution Date. The terms of the
Rights are set forth in the Shareholder Rights Agreement dated as of September
25, 1997 (the "Rights Agreement") between the Company and Firstar Trust Co., as
Rights Agent (the "Rights Agent"). Capitalized terms not defined herein have the
respective meanings specified in the Rights Agreement.

         1.       DISTRIBUTION DATE; TRANSFER OF RIGHTS.

         Initially, the Rights associated with the Common Stock outstanding as
of the Record Date will be evidenced solely by the certificates for shares of
Common Stock, with a copy of this Summary of Rights attached thereto.
Certificates for shares of Common Stock delivered by or on behalf of the Company
after the Record Date and prior to the earliest of the Distribution Date,
redemption of the Rights or the Final Expiration Date, either upon transfer of
outstanding shares, including certificates for shares of Common Stock which were
reacquired by the Company and then transferred, or original issuance of
additional shares of Common Stock, will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date, redemption of the
Rights or the Final Expiration Date, the Rights may be transferred only with the
associated shares of Common Stock and the surrender for transfer of any
certificate for shares of Common Stock, with or without a notation and whether
or not a copy of this Summary of Rights is attached thereto, shall constitute
the transfer of the Rights associated with the shares of Common Stock
represented by such stock certificate.

         The Rights will separate from the Common Stock upon the earliest to
occur of: (i) the Close of Business on the tenth Business Day after the first
date on which there shall be, as determined by a majority of the Disinterested
Directors (as hereinafter defined) then in office in their sole discretion, a
public announcement by the Company or any Person that such Person has become an
Acquiring Person (as hereinafter defined); (ii) the Close of Business on the
tenth Business Day (or such later Business Day as may be determined by action of
the Board) after the commencement by any Person (other than an Exempt Person)
of, or the first public announcement


<PAGE>   53


of the intention of any Person to commence, a tender or exchange offer if, upon
consummation thereof, such Person would be the Beneficial Owner of 15% or more
of the outstanding shares of Common Stock (provided, however, that if such
tender or exchange offer is cancelled, terminated or otherwise withdrawn prior
to the Distribution Date without the purchase of any Common Stock, such offer
shall be deemed for purposes of the definition of "Distribution Date" never to
have been commenced or publicly announced); and (iii) the Close of Business on
the tenth Business Day after a determination by at least a majority of the
Disinterested Directors who are not officers of the Company that a Person has
become an Adverse Person (as hereinafter defined). The earliest of the dates
specified in clauses (i), (ii) and (iii) is the "Distribution Date." After the
Distribution Date, the Rights will be evidenced solely by separate certificates.

         An "Acquiring Person" is any Person who or which, together with its
Affiliates and Associates, has become the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding, but does not include (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee stock ownership plan,
employee benefit plan or other compensation program or arrangement of the
Company or of any Subsidiary, (iv) any Person holding shares of Common Stock for
or pursuant to the terms of any such plan, program or arrangement set forth in
(iii) above, (v) any Person who becomes the Beneficial Owner of 15% or more of
the outstanding Common Stock solely as a result of an acquisition of Common
Stock by the Company, until such time as such Person acquires additional Common
Stock, or (vi) any Person who becomes an Acquiring Person without any plan or
intent to seek or affect control of the Company if such Person promptly enters
into an irrevocable commitment promptly to divest and thereafter promptly
divests such Common Stock so that such Person ceases to be the Beneficial Owner
of 15% or more of the outstanding Common Stock (the Persons specified in clauses
(i) through (iv) being herein collectively called "Exempt Persons"). An "Adverse
Person" is any Person who or which, together with its Affiliates and Associates,
has acquired 10% or more of the Common Stock outstanding and has been
determined, by at least a majority of the Disinterested Directors who are not
officers of the Company, to be reasonably likely to cause the Company to take
action which would provide such Person with a short-term financial gain not in
the best long-term interests of the Company and its shareholders or is
reasonably likely to have a material adverse effect on the business or prospects
of the Company. A "Disinterested Director" is any member of the Board who is not
a Restricted Person (as hereinafter defined), or a representative or nominee of
a Restricted Person, and who was a member of the Board as of the date of the
Rights Agreement, or any individual who subsequently becomes a member of the
Board and is not a Restricted Person or a representative or nominee of a
Restricted Person, if such Person's nomination for election to the Board is
recommended or approved by a majority of the Disinterested Directors then in
office. A "Restricted Person" is an Acquiring Person, an Adverse Person or any
Affiliate or Associate thereof.

         As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to the
holders of record of the Common Stock as of the Close of Business on the
Distribution Date. Each share of Common Stock issued by the Company after the
Distribution Date and prior to the Final Expiration Date, including shares of
Common Stock issued by reason of the exercise of any option, warrant, right
(other than the Rights) or conversion or exchange privilege (other than the
Rights) or convertible or exchangeable security issued by the Company prior to
the Distribution Date, will be accompanied


<PAGE>   54


by a Right (unless the Board expressly provides to the contrary at the time of
issuance of any such option, warrant, right or convertible or exchangeable
security), and Rights Certificates evidencing such Rights will be issued at the
same time as the certificates for the associated shares of Common Stock.

         2.       TERMS OF PREFERRED SHARES.

         The Preferred Shares receivable upon exercise of the Rights will not be
redeemable. Each Preferred Share will entitle the record holder thereof to
receive a preferential dividend equal to 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions (other than
in shares of Common Stock) declared on the Common Stock, adjusted to give effect
to any dividend on the Common Stock payable in shares of Common Stock or any
subdivision, combination or reclassification of the Common Stock (a "Dilution
Event"). In the event of liquidation of the Company, the holder of each
Preferred Share will be entitled to receive a preferential liquidation payment
equal to the greater of $1.00 and 100 times the aggregate per share amount to be
distributed to the holders of the Common Stock, adjusted to give effect to any
Dilution Event, plus an amount equal to accrued and unpaid dividends and
distributions on such Preferred Share, whether or not declared, to the date of
such payment. Each Preferred Share will entitle the holder thereof to 100 votes
on all matters submitted to a vote of the shareholders of the Company, voting
together as a single class with the holders of the Common Stock and the holders
of any other class of capital stock having general voting rights, adjusted to
give effect to any Dilution Event. In the event of any merger, consolidation or
other transaction in which the outstanding shares of Common Stock of the Company
are exchanged for or converted into other capital stock, securities, cash or
other property, each Preferred Share will be similarly exchanged or converted
into 100 times the per share amount applicable to the Common Stock, adjusted to
give effect to any Dilution Event.

         3.       EXERCISE OR EXCHANGE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES.

         In the event that (i) a Person becomes an Acquiring Person, (ii) a
Person (other than an Exempt Person) commences or first publicly announces the
intention of a Person (other than an Exempt Person) to commence a tender or
exchange offer if, upon the consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the shares of Common Stock outstanding, or
(iii) a person is declared to be an Adverse Person (where the earliest of such
events shall be referred to as a "Flip-In Event"), proper provision will be made
so that the registered holder of each Right (other than Rights Beneficially
Owned by a Restricted Person or their designated transferees) will thereafter
have the right, unless the Rights are earlier redeemed, exchanged or expire, to
acquire, upon exercise and payment of the Exercise Price, to receive the number
of shares of Common Stock which, at the time of the occurrence of such event,
will have a market value equal to two times the then current Exercise Price.
After a Flip-In Event, all rights which are, or (under certain circumstances
specified in the Rights Agreement) were, Beneficially Owned by a Restricted
Person or designated transferees therefrom, will be or become void. Under no
circumstances may a Right be exercised unless the Company's option to redeem the
Rights has expired.



<PAGE>   55


         At any time after a Flip-In Event and prior to the time that any Person
(other than an Exempt Person), together with its Affiliates and Associates, has
become the Beneficial Owner of 50% or more of the outstanding shares of Common
Stock, the Board may direct that all or any part of the outstanding and
exercisable Rights (other than Rights which have become void) be exchanged for
shares of Common Stock at the exchange rate of one share of Common Stock per
Right, adjusted to give effect to any Dilution Event. Any partial exchange will
be effected pro rata among the registered holders of the Rights based upon the
number of Rights held.

         If, on or after the occurrence of a Flip-In Event: (i) the Company
merges into or consolidates with an Interested Shareholder (as hereinafter
defined) or, unless all holders of the Common Stock are treated the same,
another Person (with limited designated exceptions); (ii) an Interested
Shareholder or, unless all holders of the Common Stock are treated the same,
another Person (with limited exceptions) merges into the Company and either (A)
all or part of the outstanding shares of Common Stock of the Company are
converted into capital stock or other securities of any other Person (or the
Company), cash and/or other property, or (B) such shares remain outstanding,
unconverted and unchanged; or (iii) the Company sells or transfers 50% or more
of its consolidated assets or earning power in one or a series of related
transactions to an Interested Shareholder or, unless all holders of the
Company's outstanding shares of Common Stock are treated the same, another
Person (with limited exceptions); then proper provision will be made so that the
registered holder of each Right (other than Rights which have become void) will
thereafter have the right to acquire, upon exercise and payment of the Exercise
Price, the number of common shares of the acquiror (or of another Person
affiliated therewith) which, at the time of consummation of such transaction,
will have a market value equal to two times the then current Exercise Price. An
"Interested Shareholder" is any Restricted Person or any Affiliate or Associate
of any other Person in which such Restricted Person has an interest, or any
Person acting, directly or indirectly, on behalf of or in concert with any such
Restricted Person.

         4.  ADJUSTMENTS TO EXERCISE PRICE AND STOCK PURCHASABLE UPON EXERCISE.

         The Exercise Price payable and the number and kind of shares of capital
stock issuable upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a dividend payable in Preferred
Shares on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to the holders of the Preferred Shares of certain
options, warrants or rights to subscribe for or purchase Preferred Shares at a
price, or securities convertible into or exchangeable for Preferred Shares with
a conversion or exchange price, less than the then current market price of the
Preferred Shares, or (iii) upon the distribution to the holders of the Preferred
Shares of cash, securities, evidences of indebtedness or other property (other
than a regular quarterly cash dividend or a dividend payable in Preferred
Shares) or options, warrants or rights (other than those referred to in clause
(ii) above). The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right also
are subject to adjustment in the event of a dividend on the Common Stock payable
in shares of Common Stock or a subdivision, combination or reclassification of
the Common Stock occurring, in any such case, prior to the Distribution Date.


<PAGE>   56


         With certain specified exceptions, no adjustment in the Exercise Price
will be made until the cumulative adjustments required equal at least 1% of the
Exercise Price. The Company is not required to issue fractional Preferred Shares
(other than fractions which are multiples of one one-hundredth of a Preferred
Share), but in lieu thereof the Company will make a cash payment based upon the
market value of the Preferred Shares on the trading day immediately preceding
the date of exercise.

         5.  REDEMPTION OF RIGHTS.

         At any time prior to the earliest of the Distribution Date and the
Final Expiration Date, the Board may redeem the Rights in whole, but not in
part, at the redemption price of $.0l per Right, adjusted to give effect to any
Dilution Event (the "Redemption Price"); provided, however, that, under certain
circumstances specified in the Rights Agreement, the Rights may not be redeemed
unless there is more than one Disinterested Director in office and such
redemption is approved by at least a majority of such Disinterested Directors.
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board, in its sole discretion, may establish.
Immediately after action by the Board directing the redemption of the Rights,
the option to exercise the Rights will terminate, and thereafter each registered
holder of the Rights will only be entitled to receive the Redemption Price
therefor.

         6.  AMENDMENT OF THE RIGHTS.

         Prior to the Distribution Date, the terms of the Rights and the Rights
Agreement may be supplemented or amended by the Board in any manner. From and
after the Distribution Date, the Rights may be supplemented or amended by the
Board, without the approval of the holders of the Rights, in certain respects
which do not materially adversely affect, as determined by the Board (with the
concurrence of at least a majority of the Disinterested Directors), the
interests of such holders (excluding the interests of any Restricted Person);
provided, however, that the Rights Agreement cannot be amended to lengthen (i)
any time period unless such lengthening is approved by at least a majority of
the Disinterested Directors, and such lengthening is for the benefit of the
holders of the Rights (excluding the interests of any Acquiring Person, Adverse
Person or Affiliate or Associate thereof), or (ii) any time period relating to
when the Rights may be redeemed if at such time the Rights are not then
redeemable.

         7.  MISCELLANEOUS.

         The Rights will expire on the Close of Business on September 25, 2007
(the "Final Expiration Date"), unless the Final Expiration Date is extended or
the Rights are earlier redeemed or exchanged by the Company. Until a Right is
exercised, the holder thereof, as such, will have no rights as a shareholder 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 Form 8-K dated September 25, 1997. 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, which is
incorporated herein by reference.