<PAGE>   1

                                                                    EXHIBIT 4.2

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



                              AMENDED AND RESTATED
                                RIGHTS AGREEMENT


                                 by and between


                       INSPIRE INSURANCE SOLUTIONS, INC.


                                      and

                       U.S. TRUST COMPANY OF TEXAS, N.A.

                                as Rights Agent





                                  Dated as of

                               December 18, 1998



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






<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>



<S>            <C>                                                                      <C>
Section 1.     Certain Definitions .....................................................  1
Section 2.     Appointment of Rights Agent .............................................  6
Section 3.     Issuance of Right Certificates ..........................................  7
Section 4.     Form of Right Certificates ..............................................  8
Section 5.     Countersignature and Registration .......................................  8
Section 6.     Transfer, Split Up, Combination and Exchange of Right Certificates; 
               Mutilated, Destroyed, Lost or Stolen Right Certificates .................  9
Section 7.     Exercise of Rights; Exercise Price; Expiration Date of .................. 10
Section 8.     Cancellation and of Right ............................................... 12
Section 9.     Reservation and Availability of Shares of Preferred Stock ............... 12
Section 10.    Preferred Stock Record .................................................. 13
Section 11.    Adjustment of Exercise Price, Number and Kind of Shares or
               Number of Rights ........................................................ 13
Section 12.    Certification of Adjusted Exercise Price or Number of
               Shares .................................................................. 19
Section 13.    Consolidation, Merger or Sale or Transfer of Assets or Earning
               Power ................................................................... 20
Section 14.    Fractional Rights and Fractional Shares ................................. 23
Section 15.    Rights of Action ........................................................ 24
Section 16.    Agreement of Right Holders .............................................. 24
Section 17.    Right Certificate Holder Not Deemed a Shareholder ....................... 24
Section 18.    Concerning the Rights Agent ............................................. 25
Section 19.    Merger or Consolidation of, or Change in Name of, the Rights
               Agent ................................................................... 25
Section 20.    Duties of Rights Agent .................................................. 26
Section 21.    Change of Rights Agent .................................................. 27
Section 22.    Issuance of New Right Certificates ...................................... 28
Section 23.    Redemption .............................................................. 28
Section 24.    Exchange ................................................................ 29
Section 25.    Notice of Proposed Actions .............................................. 30
Section 26.    Notices ................................................................. 31
Section 27.    Supplements and Amendments .............................................. 31
Section 28.    Successors .............................................................. 32
Section 29.    Benefits of this Rights Agreement ....................................... 32
Section 30.    Determinations and Actions by the Board; etc ............................ 32
Section 31.    Texas Contract .......................................................... 32
Section 32.    Counterparts ............................................................ 32
Section 33.    Descriptive Headings .................................................... 32
Section 34.    Severability ............................................................ 32

Exhibit B --   Form of Right Certificate

Exhibit C --   Form of Statement of Resolution
</TABLE>


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<PAGE>   3


                     AMENDED AND RESTATED RIGHTS AGREEMENT



         Amended and Restated Rights Agreement, dated as of December 18, 1998,
by and between INSpire Insurance Solutions, Inc., a Texas corporation (the
"Company"), and U.S. Trust Company of Texas, N.A. (the "Rights Agent").

                              W I T N E S S E T H:

         WHEREAS, on July 30, 1997, the Board of Directors of the Company
authorized the issuance and declared a dividend of one right (a "Right") for
each share of the Company's Common Stock, par value $0.01 per share (the
"Common Stock"), outstanding as of the close of business on August 1, 1997 (the
"Record Date"), each such Right representing the right to purchase one
one-hundredth of a share of Series A Junior Preferred Stock of the Company (the
"Preferred Stock"), upon the terms and subject to the conditions set forth in
that certain Rights Agreement, dated as of July 30, 1997 between the Company
and the Rights Agent, as amended by the First Amendment to Rights Agreement
effective as of April 7, 1998 (as so amended, the "Original Rights Agreement");
and

         WHEREAS, the Board of Directors of the Company has further authorized
the issuance of one Right (subject to adjustment) with respect to each share of
Common Stock that may become outstanding (whether originally issued or
delivered from the Company's treasury) between the Record Date and the earlier
to occur of the Redemption Date or the Final Expiration Date (as such terms are
hereinafter defined); and

         WHEREAS, the Board of Directors of the Company has determined that it
is desirable and in the best interests of the Company to amend and restate the
Original Rights Agreement and the Rights;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the Original Rights Agreement is hereby amended
and restated as follows:

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

         (a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as such term
is hereinafter defined) and Associates (as such term is hereinafter defined) of
such Person, shall be the Beneficial Owner (as such term is hereinafter
defined) of 15% or more of the Voting Stock (as such term is hereinafter
defined) of the Company then outstanding; provided that an Acquiring Person
shall not include (i) an Exempt Person (as such term is hereinafter defined) or
(ii) any Person, together with all Affiliates and Associates of such Person,
who or which would be an Acquiring Person solely by reason of (A) being the
Beneficial Owner of shares of Voting Stock of the Company, the Beneficial
Ownership of which was acquired by such Person pursuant to any action or
transaction or series of related actions or transactions approved by the Board
of Directors before


<PAGE>   4


such Person otherwise became an Acquiring Person, or (B) a reduction in the
number of issued and outstanding shares of Voting Stock of the Company pursuant
to a transaction or a series of related transactions approved by the Board of
Directors of the Company; provided further that in the event the Person
described in this clause (ii) does not become an Acquiring Person by reason of
subclause (A) or (B) of this clause (ii), such Person shall nonetheless become
an Acquiring Person upon its becoming the Beneficial Owner, together with all
Affiliates and Associates of such Person, of an additional 1% of more of the
Company's Voting Stock unless such additional 1% or more Beneficial Ownership
will not result in such Person becoming an Acquiring Person by reason of
subclause (A) or (B) of this clause (ii). Notwithstanding the foregoing, if the
Board of Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person" as defined pursuant to the foregoing
provisions of this paragraph (a) has become such inadvertently, and such Person
divests itself as promptly as practicable (as determined in good faith by the
Board of Directors of the Company), but in any event within five Business Days,
following receipt of written notice from the Company of such event, of a
sufficient number of shares of Voting Stock so that such Person would no longer
be an "Acquiring Person" as defined pursuant to the foregoing provisions of
this paragraph (a), then such Person shall not be deemed an "Acquiring Person"
for any purposes of this Rights Agreement.

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

         (c) A Person shall be deemed the "Beneficial Owner" of, or to
"Beneficially Own", any securities (and correlative terms shall have
correlative meanings):

                  (i) which such Person or any of such Person's Affiliates or
         Associates, directly or indirectly, "beneficially owns" (as determined
         pursuant to Rule 13d-3 of the General Rules and Regulations under the
         Exchange Act, as in effect on the date hereof); or

                  (ii) which 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 the fulfillment of a condition or both) pursuant to
         any agreement, arrangement or understanding, or upon the exercise of
         conversion rights, exchange rights, other rights (other than these
         Rights), warrants or options, or otherwise; provided, however, that a
         Person shall not be deemed the "Beneficial Owner" of, or to
         "Beneficially Own", securities tendered pursuant to a tender or
         exchange offer made by such Person or any of such Person's Affiliates
         or Associates until such tendered securities are accepted for purchase
         or exchange, or (B) the right to vote, alone or in concert with
         others, pursuant to any agreement, arrangement or understanding
         (whether or not in writing); provided, however, that a Person shall
         not be deemed the "Beneficial Owner" of, or to "Beneficially Own", any
         securities if the agreement, arrangement or understanding to vote such
         securities (1) arises solely from a revocable proxy or consent given
         in response to a proxy or consent solicitation made pursuant to, and
         in accordance with, the applicable rules and regulations



                                       2
<PAGE>   5



         under the Exchange Act, and (2) is not at the time reportable by such
         Person on a Schedule 13D report under the Exchange Act (or any
         comparable or successor report), other than by reference to a proxy or
         consent solicitation being conducted by such Person; or

                  (iii) which are beneficially owned, directly or indirectly,
         by any other Person with which such Person or any of such Person's
         Affiliates or Associates has any agreement, arrangement or
         understanding (whether or not in writing) for the purpose of
         acquiring, holding, voting (except as described in clause (B) of
         subparagraph (ii) of this paragraph (c)) or disposing of any
         securities of the Company; provided, however, that for purposes of
         determining Beneficial Ownership of securities under this Rights
         Agreement, officers and directors of the Company solely by reason of
         their status as such shall not constitute a group (notwithstanding
         that they may be Associates of one another or may be deemed to
         constitute a group for purposes of Section 13(d) of the Exchange Act)
         and shall not be deemed to own shares owned by another officer or
         director of the Company.

    Notwithstanding anything in this paragraph (c) to the contrary, a Person
shall not be deemed the "Beneficial Owner" of, or to "Beneficially Own," any
security beneficially owned by another Person solely by reason of an agreement,
arrangement or understanding with such other Person for the purposes of: (x)
soliciting the Company's shareholders for the election of director nominees or
any other shareholder resolution, the formation of and membership on any
committee for the purpose of promoting or opposing any shareholder resolution
or for electing a slate of nominees to the Company's Board of Directors,
service on such a slate of nominees, or agreement to a slate of director
nominees, provided that such other Person retains the right at any time to
withdraw as a nominee or member of any such committee, and to withhold or
revoke any vote or proxy for or against any such shareholder resolution or for
such slate of nominees; (y) entering into revocable voting agreements or the
granting or solicitation of revocable proxies with respect to any of the
matters described in the foregoing clause (x); or (z) the sharing of expenses
and the indemnification against expenses and liabilities by any such other
Person with respect to expenses incurred or conduct occurring during the time
such other Person is a nominee or a member of any such committee described in
the foregoing clause (x). Further, notwithstanding anything in this paragraph
(c) to the contrary, a Person engaged in the business of underwriting
securities shall not be deemed the "Beneficial Owner" of, or to "Beneficially
Own," any securities acquired in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.

    Notwithstanding anything in this paragraph (c) to the contrary, the phrase
"then outstanding," when used with reference to a Person's Beneficial Ownership
of securities of the Company, shall mean the number of such securities then
issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own
beneficially hereunder.

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


                                       3

<PAGE>   6


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

         (f) "Common Stock" when used with reference to the Company shall mean
the Common Stock (presently par value $0.01 per share) of the Company. "Common
Stock" when used with reference to any Person other than the Company which
shall be organized in corporate form shall mean the capital stock or other
equity security with the greatest per share voting power of such Person or, if
such Person is a Subsidiary of another Person, the Person or Persons which
ultimately control such first-mentioned Person. "Common Stock" when used with
reference to any Person other than the Company which shall not be organized in
corporate form shall mean units of beneficial interest which shall represent
the right to participate in profits, losses, deductions and credits of such
Person and which shall be entitled to exercise the greatest voting power per
unit of such Person or, if such other Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person.

         (g) "Company" shall mean INSpire Insurance Solutions, Inc., a Texas
corporation.

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

         (i) "Exchange Act" shall have the meaning set forth in Section 1(b)
hereof.

         (j) "Exempt Person" shall mean (i) the Company, (ii) any Subsidiary of
the Company, (iii) any employee benefit plan or employee stock plan of the
Company or any Subsidiary of the Company, or any trust or other entity
organized, appointed, established or holding Common Stock for or pursuant to
the terms of any such plan; (iv) The Millers Mutual Fire Insurance Company and
its Affiliates and Associates; (v) F. George Dunham, III ("Dunham") and any
descendant of Dunham, or any spouse, widow or widower of Dunham or of any such
descendant (Dunham and any such descendants, spouses, widows and widowers
collectively defined as the "Family Members"); (vi) any trust of which Dunham
is a trustee; (vii) any estate of a Family Member, or any trust established by
or for the benefit directly or indirectly of one or more Family Members
provided that one or more Family Members or charitable organizations which
qualify as exempt organizations under Section 501(c) of the Internal Revenue
Code of 1986, as amended ("Charitable Organizations") collectively are the
beneficiaries of at least 50% of the actuarially-determined beneficial interest
in such estate or trust; (viii) any Charitable Organization which is
established by one or more Family Members (a "Family Charitable Organization");
(ix) any corporation of which a majority of the voting power or a majority of
the equity interest is held, directly or indirectly, by or for the benefit of
one or more Family Members, estates or trusts described in clause (vii) above,
or Family Charitable Organizations; (x) any partnership, limited liability
company or other entity or arrangement of which a majority of the voting
interest or a majority of the economic interest is held, directly or
indirectly, by or for the benefit of one or more Family Members, estates or
trusts described in clause (vii) above, or Family Charitable Organizations;
(xi) any trustee, executor, director or indirect managing or general partner or
other Person who has or shares voting and/or investment power over Common Stock
beneficially owned by any of the foregoing Persons solely in their 



                                       4
<PAGE>   7


capacities as such; or (xiii) any Person designated as such an "Exempt Person"
by the Board of Directors of the Company (prior to such time as any Person
becomes an Acquiring Person); provided, however, that the Board of Directors
may determine (prior to such time as any Person becomes an Acquiring Person) by
a two-thirds (2/3) majority vote that a Person previously designated as an
"Exempt Person" shall no longer be designated as such an "Exempt Person" with
effect on the date of such vote.

         (k) "Exercise Price" shall have the meaning set forth in Sections 4
and 7(b) hereof.

         (l) "Fair Market Value" of any property shall mean the fair market
value of such property as determined in accordance with Section 11(d) hereof.

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

         (n) "Person" shall mean an individual, corporation, partnership,
limited liability company, business trust, association, estate, trust,
foundation or other entity and shall include any successor (by merger or
otherwise) of such entity.

         (o) "Preferred Stock" shall mean shares of Series A Junior Preferred
Stock, $1.00 par value, of the Company and, to the extent that there is not a
sufficient number of shares of Series A Junior Preferred Stock authorized to
permit the full exercise of the Rights, any other series of Preferred Stock,
$1.00 par value, of the Company designated for such purpose containing terms
substantially similar to the terms of the Series A Junior Preferred Stock.

         (p) "Principal Party" shall have the meaning set forth in Section
13(b) hereof.

         (q) "Qualifying Tender Offer" shall mean a tender or exchange offer
for all outstanding shares of Common Stock of the Company which, prior to its
consummation, is approved by a majority of the Board of Directors, after taking
into account the potential long-term value of the Company and all other factors
that they consider relevant.

         (r) "Record Date" shall have the meaning set forth in the recitals to
this Rights Agreement.

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

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

         (u) "Right Certificate" shall have the meaning set forth in Section
3(d) hereof.

         (v) "Rights Agent" shall mean U.S. Trust Company of Texas, N.A.

         (w) "Rights Agreement" shall mean the Rights Agreement, dated as of
July 30, 1997, by and between the Company and the Rights Agent, as amended
and/or restated from time 


                                       5


<PAGE>   8


to time (including this Amended and Restated Rights Agreement, dated as of
December ___, 1998). 

         (x) "Securities Act" shall have the meaning set forth in Section 7(c)
hereof.

         (y) "Spread" shall have the meaning set forth in Section 11(a)(iii)
hereof.

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

         (aa) "Subsidiary" of a Person shall mean any corporation or other
entity of which securities or other ownership interests having voting power
sufficient to elect a majority of the board of directors or other persons
performing similar functions are beneficially owned, directly or indirectly, by
such Person or by any corporation or other entity that is otherwise controlled
by such Person.

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

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

         (dd) "Transfer Tax" shall mean any tax or charge, including any
documentary stamp tax, imposed or collected by any governmental or regulatory
authority in respect of any transfer of any security, instrument or right,
including Rights, shares of Common Stock and shares of Preferred Stock.

         (ee) "Triggering Event" shall mean any event described in Section
11(a)(ii) or Section 13(a).

         (ff) "Voting Stock" shall mean (i) the Common Stock of the Company,
and (ii) any other shares of capital stock of the Company entitled to vote
generally in the election of directors or entitled to vote together with the
Common Stock in respect of any merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation, dissolution or winding
up. For purposes of this Rights Agreement, a stated percentage of the Voting
Stock shall mean a number of shares of the Voting Stock as shall equal in
voting power that stated percentage of the total voting power of the then
outstanding shares of Voting Stock in the election of a majority of the Board
of Directors or in respect of any merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation, dissolution or winding
up.

    Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint such
co-rights agents as it may deem necessary or desirable.


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<PAGE>   9


    Section 3. Issuance of Right Certificates

         (a) Reserved.

         (b) Until the Close of Business on the day which is the earlier of (i)
the tenth day after the Stock Acquisition Date, or (ii) the tenth business day
(or such later date as may be determined by action of the Board of Directors
prior to such time as any Person becomes an Acquiring Person) after the date of
the commencement by any Person (other than an Exempt Person) of, or the first
public announcement of the intent of any Person (other than an Exempt Person)
to commence, a tender or exchange offer within the meaning of Rule 14d-2(a) of
the General Rules and Regulations under the Exchange Act upon the successful
consummation of which such Person, together with its Affiliates and Associates,
would be the Beneficial Owner of 15% or more of the then outstanding shares of
Voting Stock of the Company (irrespective of whether any shares are actually
purchased pursuant to any such offer) (the earlier of such dates being herein
referred to as the "Distribution Date"), (x) the Rights shall be evidenced by
the certificates for Common Stock registered in the name of the holders of
Common Stock and not by separate Right Certificates and the record holders of
such certificates for Common Stock shall be the record holders of the Rights
represented thereby, and (y) each Right shall be transferable only
simultaneously and together with the transfer of a share of Common Stock
(subject to adjustment as hereinafter provided), including a transfer to the
Company, except pursuant to the provisions of Section 23 or Section 24. Until
the Distribution Date (or, if earlier, the Redemption Date or Final Expiration
Date), the surrender for transfer of any certificate for Common Stock shall
constitute the surrender for transfer of the Right or Rights associated with
the Common Stock evidenced thereby, whether or not accompanied by a copy of the
Summary of Rights.

         (c) Rights shall be issued in respect of all shares of Common Stock
that become outstanding after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date and, in
certain circumstances provided in Section 22 hereof, may be issued in respect
of shares of Common Stock that become outstanding after the Distribution Date.
Certificates for Common Stock (including, without limitation, certificates
issued upon original issuance, disposition from the Company's treasury or
transfer or exchange of Common Stock) after the Record Date but prior to the
earliest of the Distribution Date, the Redemption Date, or the Final Expiration
Date (or, in certain circumstances as provided in Section 22 hereof, after the
Distribution Date) shall have impressed, printed, written or stamped thereon or
otherwise affixed thereto the following legend:

         This certificate also evidences and entitles the holder hereof to the
         same number of Rights (subject to adjustment) as the number of shares
         of Common Stock represented by this certificate, such Rights being on
         the terms provided under the Rights Agreement between INSpire
         Insurance Solutions, Inc. and U.S. Trust Company of Texas, N.A. (the
         "Rights Agent"), dated as of July 30, 1997, as it may be amended from
         time to time (the "Rights Agreement"), the terms of which are
         incorporated herein by reference and a copy of which is on file at the
         principal executive offices of INSpire Insurance Solutions, Inc. Under
         certain circumstances, as set forth in the Rights Agreement, such
         Rights 



                                       7
<PAGE>   10


         shall be evidenced by separate certificates and shall no longer be
         evidenced by this certificate. INSpire Insurance Solutions, Inc. shall
         mail to the registered holder of this certificate a copy of the Rights
         Agreement without charge within five days after receipt of a written
         request therefor. Under certain circumstances as provided in Section
         7(e) of the Rights Agreement, Rights issued to or Beneficially Owned
         by Acquiring Persons or their Affiliates or Associates (as such terms
         are defined in the Rights Agreement) or any subsequent holder of such
         Rights shall be null and void and may not be transferred to any
         Person.

         (d) As soon as practicable after the Distribution Date, the Company
will prepare and execute, the Rights Agent will countersign, and the Company
will send or cause to be sent (and the Rights Agent will, if requested, send),
by first class mail, postage prepaid, to each record holder of the Common Stock
as of the Close of Business on the Distribution Date, as shown by the records
of the Company, at the address of such holder shown on such records, a
certificate in the form provided by Section 4 hereof (a "Right Certificate"),
evidencing one Right (subject to adjustment as provided herein) for each share
of Common Stock so held. As of and after the Distribution Date, the Rights
shall be evidenced solely by Right Certificates and may be transferred by the
transfer of the Right Certificate as permitted hereby, separately and apart
from any transfer of one or more shares of Common Stock.

    Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase shares, certificate and assignment to be printed
on the reverse thereof), when, as and if issued, shall be substantially in the
form set forth in Exhibit B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Common Stock or the Rights may from time to time be listed or as the Company
may deem appropriate to conform to usage or otherwise and as are not
inconsistent with the provisions of this Rights Agreement. Subject to the
provisions of Section 22 hereof, Right Certificates evidencing Rights whenever
issued, (i) shall be dated as of the date of issuance of the Rights they
represent, and (ii) subject to adjustment from time to time as provided herein,
on their face shall entitle the holders thereof to purchase such number of one
one-hundredths of a share (including fractional shares which are integral
multiples of one-hundredth of a share) of Preferred Stock as shall be set forth
therein at the price payable upon exercise of a Right provided by Section 7(b)
hereof as the same may from time to time be adjusted as provided herein (the
"Exercise Price").

    Section 5. Countersignature and Registration.

         (a) Each Right Certificate shall be executed on behalf of the Company
by its Chairman of the Board, President or any Vice President, either manually
or by facsimile signature, and have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Secretary or any Assistant
Secretary of the Company, either manually or by facsimile signature. Each Right
Certificate shall be countersigned by the Rights Agent either manually or by
facsimile signature and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any
Right Certificate 


                                       8
<PAGE>   11


shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery of the certificate by the Company, such
Right Certificate, nevertheless, may be countersigned by the Rights Agent and
issued and delivered with the same force and effect as though the person who
signed such Right Certificates had not ceased to be such officer of the
Company. Any Right Certificate may be signed on behalf of the Company by any
person who, on the date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate, although at the
date of the execution of this Rights Agreement any such person was not such an
officer.

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

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

         (a) Subject to the provisions of Sections 7(e), 7(f), 14 and 24
hereof, at any time after the Close of Business on the Distribution Date, and
at or prior to the Close of Business on the earlier of the Redemption Date or
the Final Expiration Date, any Right Certificate may be (i) transferred, or
(ii) split up, combined or exchanged for one or more other Right Certificates,
entitling the registered holder to purchase a like number of shares of
Preferred Stock as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer
any Right Certificate shall surrender the Right Certificate at the office of
the Rights Agent designated for the surrender of Right Certificates with the
form of certificate and assignment on the reverse side thereof duly endorsed
(or enclosed with such Right Certificate a written instrument of transfer in
form satisfactory to the Company and the Rights Agent), duly executed by the
registered holder thereof or his attorney duly authorized in writing, and with
such signature duly guaranteed. Any registered holder desiring to split up,
combine or exchange any Right Certificate shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate to be
split up, combined or exchanged at the office of the Rights Agent designated
therefor. Thereupon, the Rights Agent shall countersign and deliver to the
person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any Transfer Tax that may be imposed in connection with any transfer,
split up, combination or exchange of any Right Certificates.

         (b) Subject to the provisions of Sections 7(e), 7(f), 14 and 24
hereof, upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them and, if requested by the Company,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, or upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company shall issue and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered owner in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.



                                       9
<PAGE>   12


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

         (a) The Rights shall not be exercisable until, and shall become
exercisable on, the Distribution Date (unless otherwise provided herein,
including, without limitation, the restrictions on exercisability set forth in
Sections 7(e), 23(b) and 24 hereof). Except as otherwise provided herein, the
Rights may be exercised, in whole or in part, at any time commencing with the
Distribution Date upon surrender of the Right Certificate, with the form of
election to purchase and certificate on the reverse side thereof duly executed
(with signatures duly guaranteed), to the Rights Agent at the principal office
of the Rights Agent, in Dallas, Texas, together with payment of the Exercise
Price for each Right exercised, subject to adjustment as hereinafter provided,
at or prior to the Close of Business on the earliest of (i) August 1, 2007 (the
"Final Expiration Date"), (ii) the date on which the Rights are redeemed as
provided in Section 23 hereof (the "Redemption Date"), (iii) the date on which
such Rights expire pursuant to Section 13(e) hereof, or (iv) the date on which
the Rights are exchanged as provided in Section 24 hereof.

         (b) The Exercise Price shall initially be $100.00 for each one
one-hundredth (1/100) of a share of Preferred Stock issued pursuant to the
exercise of a Right. The Exercise Price and the number of shares of Preferred
Stock or other securities to be acquired upon exercise of a Right shall be
subject to adjustment from time to time as provided in Sections 11 and 13
hereof. The Exercise Price shall be payable in lawful money of the United
States of America, in accordance with paragraph (c) below.

         (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights with the form of election to
purchase duly executed, accompanied by payment by certified check, cashier's
check, bank draft or money order payable to the Company or the Rights Agent of
the Exercise Price for the shares to be purchased and an amount equal to any
applicable Transfer Tax required to be paid by the holder of the Right
Certificate in accordance with Section 9(e) hereof, the Rights Agent shall
thereupon promptly (i) requisition from any transfer agent of the Preferred
Stock of the Company one or more certificates representing the number of shares
of Preferred Stock to be so purchased, and the Company hereby authorizes and
directs such transfer agent to comply with all such requests, (ii) as provided
in Section 14(b) hereof, at the election of the Company, cause depositary
receipts to be issued in lieu of fractional shares of Preferred Stock, (iii) if
the election provided for in the immediately preceding clause (ii) has not been
made, requisition from the Company the amount of cash to be paid in lieu of the
issuance of fractional shares in accordance with Section 14(b) hereof, (iv)
after receipt of such Preferred Stock certificates and, if applicable,
depositary receipts, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate, registered in such name or names
as may be designated by such holder, and (v) when appropriate, after receipt,
promptly deliver such cash to or upon the order of the registered holder of
such Right Certificate; provided, however, that in the case of a purchase of
securities, other than Preferred Stock, pursuant to Section 13 hereof, the
Rights Agent shall promptly take the appropriate actions corresponding in such
case to that referred to in the foregoing clauses (i) through (v) of this
Section 7(c). Notwithstanding the foregoing provisions 


                                      10
<PAGE>   13


of this Section 7(c), the Company may suspend the exercisability of the Rights
for a reasonable period, not in excess of 90 days, during which the Company
seeks to register under the Securities Act of 1933, as amended (the "Securities
Act"), and any applicable securities law of any other jurisdiction, the shares
of Preferred Stock to be issued pursuant to the Rights.

         (d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be
issued by the Rights Agent to the registered holder of such Right Certificate
or his assign, subject to the provisions of Section 14(b) hereof.

         (e) Notwithstanding any provision of this Rights Agreement to the
contrary, from and after the time (the "invalidation time") when any Person
first becomes an Acquiring Person, other than pursuant to a Qualifying Tender
Offer, any Rights that are beneficially owned by (x) such Acquiring Person (or
any Associate or Affiliate of such Acquiring Person), (y) a transferee of such
Acquiring Person (or any such Associate or Affiliate) who becomes a transferee
after the invalidation time, or (z) a transferee of such Acquiring Person (or
any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the invalidation time pursuant to either (I) a transfer from
the Acquiring Person to holders of its equity securities or to any Person with
whom it has any continuing agreement, arrangement or understanding regarding
the transferred Rights, or (II) a transfer which the Board of Directors has
determined is part of a plan, arrangement or understanding which has the
purpose or effect of avoiding the provisions of this Section 7(e), and
subsequent transferees of such Persons referred to in clause (y) and (z) above,
shall be void without any further action and any holder of such Rights shall
thereafter have no rights whatsoever with respect to such Rights under any
provision of this Rights Agreement. The Company shall use all reasonable
efforts to ensure that the provisions of this Section 7(e) are complied with,
but shall have no liability to any holder of Right Certificates or any other
Person as a result of its failure to make any determination with respect to an
Acquiring Person or its Affiliates, Associates or transferees hereunder. No
Right Certificate shall be issued pursuant to Section 3 hereof that represents
Rights Beneficially Owned by an Acquiring Person whose Rights would be void
pursuant to the provisions of this Section 7(e) or any Associate or Affiliate
thereof; no Right Certificate shall be issued at any time upon the transfer of
any Rights to an Acquiring Person whose Rights would be void pursuant to the
provisions of this Section 7(e) or any Associate or Affiliate thereof or to any
nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the provisions of this Section 7(e)
shall be canceled.

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


                                      11
<PAGE>   14


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

    Section 9. Reservation and Availability of Shares of Preferred Stock.

         (a) The Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued shares of Preferred Stock
or out of authorized and issued shares of Preferred Stock held in its treasury,
such number of shares of Preferred Stock as will from time to time be
sufficient to permit the exercise in full of all outstanding Rights and, after
the occurrence of a Triggering Event, shall, to the extent reasonably
practicable, so reserve and keep available a sufficient number of shares of
Common Stock (and/or other securities) which may be required to permit the
exercise in full of all outstanding Rights.

         (b) If the Preferred Stock (or, following the occurrence of a
Triggering Event, the Common Stock and/or other securities) is at any time
listed on a national securities exchange or included for quotation on any
transaction reporting system, then so long as the Preferred Stock (and,
following the occurrence of any such Triggering Event, Common Stock and/or
other securities) issuable and deliverable upon exercise of the Rights may be
listed on such exchange or included for quotation on any such transaction
reporting system, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable (but only to the extent that
it is reasonably likely that the Rights will be exercised), all shares reserved
for such issuance to be listed on such exchange or included for quotation on
any such transaction reporting system upon official notice of issuance upon
such exercise.

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

         (d) The Company shall use its best efforts to (i) file, as soon as
practicable following the occurrence of the event described in Section
11(a)(ii) hereof, or as soon as is required by law following the Distribution
Date, as the case may be, a registration statement under the Securities Act,
with respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (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 at all times meeting the
requirements of the Securities Act) until the earlier of (A) the 


                                      12
<PAGE>   15


date as of which the Rights are no longer exercisable for such securities, and
(b) the date of the expiration of the Rights. The Company may temporarily
suspend, for a period of time not to exceed 90 days, exercisability of the
Rights in order to prepare and file a registration statement under the
Securities Act and permit it to become effective. The Company will also take
such action as may be appropriate under, or to ensure compliance with, the
securities or "blue sky" laws of the various states in connection with the
exercisability of the Rights. Notwithstanding any provision of this Agreement
to the contrary, the Rights shall not be exercisable in any jurisdiction unless
the requisite qualification in such jurisdiction shall have been obtained and
until a registration statement under the Securities Act (if required) shall
have been declared effective.

         (e) The Company covenants and agrees that it will pay when due and
payable any and all U.S. federal and state Transfer Taxes which may be payable
in respect of the issuance or delivery of the Right Certificates or of any
shares of Preferred Stock (or, following the occurrence of a Triggering Event,
Common Stock and/or other securities) issued or delivered upon the exercise of
Rights. The Company shall not, however, be required to pay any Transfer Tax
which may be payable in respect of any transfer or delivery of a Right
Certificate to a Person other than, or the issuance or delivery of certificates
for Preferred Stock (or, following the occurrence of a Triggering Event, Common
Stock and/or other securities) upon exercise of Rights in a name other than
that of, the registered holder of the Right Certificate, and the Company shall
not be required to issue or deliver a Right Certificate or certificate for
Preferred Stock (or, following the occurrence of a Triggering Event, Common
Stock and/or other securities) to a Person other than such registered holder
until any such Transfer Tax shall have been paid (any such Transfer Tax being
payable by the holder of such Right Certificate at the time of surrender) or
until it has been established to the Company's satisfaction that no such
Transfer Tax is due.

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

    Section 11. Adjustment of Exercise Price, Number and Kind of Shares or
Number of Rights. The Exercise Price, the number and kind of shares which may
be purchased upon exercise of a Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this Section 11.

                                      13
<PAGE>   16


                  (a) (i) In the event the Company shall at any time after the
         date of this Rights Agreement (A) declare or pay any dividend on the
         Preferred Stock payable in shares of Preferred Stock, (B) subdivide or
         split the outstanding shares of Preferred Stock into a greater number
         of shares, (C) combine or consolidate the outstanding shares of
         Preferred Stock into a smaller number of shares or effect a reverse
         split of the outstanding shares of Preferred Stock, or (D) issue any
         shares of its capital stock in a reclassification of the Preferred
         Stock (including any such reclassification in connection with a
         consolidation or merger in which the Company is the continuing or
         surviving corporation), except as otherwise provided in this Section
         11(a), the Exercise Price in effect at the time of the record date for
         such event, and the number and kind of shares of capital stock
         issuable on such date, shall be proportionately adjusted so that the
         holder of any Right exercised after such time shall be entitled to
         receive the aggregate number and kind of shares of capital stock
         which, if such Right had been exercised immediately prior to such date
         and at a time when the Preferred Stock transfer books of the Company
         were open, he would have owned upon such exercise and been entitled to
         receive by virtue of such event; provided, however, that in no event
         shall the consideration to be paid upon the exercise of one Right be
         less than the aggregate par value of the shares of capital stock of
         the Company issuable upon exercise of one Right. If an event occurs
         which would require an adjustment under both this Section 11(a)(i) and
         Section 11(a)(ii) hereof, the adjustment provided for in this Section
         11(a)(i) shall be in addition to, and shall be made prior to, any
         adjustment required pursuant to Section 11(a)(ii) hereof.

                  (ii) Subject to Section 23 and Section 24 of this Rights
         Agreement, in the event that any Person (other than an Exempt Person),
         alone or together with its Affiliates and Associates, shall become an
         Acquiring Person, except pursuant to a Qualifying Tender Offer, then,
         except as otherwise provided in this Section 11, each holder of a
         Right, except as provided in Section 7(e) hereof, shall thereafter
         have the right to receive upon exercise of such Right at a price equal
         to the then current Exercise Price multiplied by the number of one
         one-hundredths of a share of Preferred Stock for which a Right is then
         exercisable, in accordance with the terms of this Rights Agreement and
         in lieu of Preferred Stock, such number of shares of Common Stock of
         the Company as shall equal the result obtained by (x) multiplying the
         then current Exercise Price by the number of one one-hundredths of a
         share of Preferred Stock for which a Right is then exercisable and
         dividing that product by (y) 50% of the Fair Market Value of the
         Company's Common Stock (determined pursuant to Section 11(d) hereof)
         on the date of the occurrence of such event; provided, however, that
         if the transaction that would otherwise give rise to the foregoing
         adjustment is also subject to the provisions of Section 13 hereof,
         then only the provisions of Section 13 hereof shall apply and no
         adjustment shall be made pursuant to this Section 11(a)(ii).


                                      14
<PAGE>   17


                  (iii) In the event that the number of shares of Common Stock
         which are authorized by the Company's Articles of Incorporation but
         not outstanding or reserved for issuance for purposes other than upon
         exercise of the Rights are not sufficient to permit the exercise in
         full of the Rights, the Company shall: (A) determine the excess of (1)
         the value of the Common Stock issuable upon the exercise of a Right
         (the "Current Value") over (2) the Exercise Price (such excess being
         referred to as the "Spread") and (B) with respect to each Right, make
         adequate provision to substitute for such Common Stock, upon exercise
         of the Rights, (1) cash, (2) a reduction in the Exercise Price, (3)
         other equity securities of the Company (including, without limitation,
         shares or units of shares of any series of preferred stock which the
         Board of Directors of the Company has deemed to have the same value as
         Common Stock (such shares or units of shares of preferred stock are
         herein called "common stock equivalents")), (4) debt securities of the
         Company, (5) other assets or (6) any combination of the foregoing,
         having an aggregate value equal to the Current Value, where such
         aggregate value has been determined by the Board of Directors of the
         Company; provided, however, if the Company shall not have made
         adequate provision to deliver value pursuant to clause (B) above
         within thirty (30) days following the occurrence of an event described
         in Section 11(a)(ii), then the Company shall be obligated to deliver,
         upon the surrender for exercise of a Right and without requiring
         payment of the Exercise Price, Common Stock (to the extent available),
         and then, if necessary, cash, which shares and/or cash have an
         aggregate value equal to the Spread. If the Board of Directors shall
         determine in good faith that it is likely that sufficient additional
         Common Stock could be authorized for issuance upon exercise in full of
         the Rights, the thirty (30) day period set forth above may be extended
         to the extent necessary, but not more than ninety (90) days after the
         occurrence of an event described in Section 11(a)(ii), in order that
         the Company may seek shareholder approval for the authorization of
         such additional shares. To the extent that the Company determines that
         some action need be taken pursuant to the preceding sentences of this
         Section 11(a)(iii), the Company may suspend the exercisability of the
         Rights until the expiration of any such period, as extended, in order
         to seek any authorization of additional shares and/or to decide the
         appropriate form of distribution to be made pursuant to this Section
         11(a)(iii) and to determine the value thereof. In the event of any
         such suspension, the Company shall issue a public announcement stating
         that the exercisability of the Rights has been temporarily suspended,
         as well as a public announcement at such time as the suspension is no
         longer in effect and shall promptly notify the Rights Agent of such
         suspension. For purposes of this Section 11(a)(iii), the value of the
         Common Stock shall be the Fair Market Value (as determined pursuant to
         Section 11(d) hereof) per share of the Common Stock at the Close of
         Business on the date of the occurrence of one of the events described
         in Section 11(a)(ii) and the value of any "common stock equivalent"
         shall be deemed to have the same value as the Common Stock on such
         date.

         (b) In the event that the Company shall, after the Record Date, fix a
record date for the issuance of rights, options or warrants to all holders of
Preferred Stock entitling them 


                                      15
<PAGE>   18


(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Stock (or shares having the same rights,
privileges and preferences as the Preferred Stock ("equivalent preferred
stock")) or securities convertible into Preferred Stock or equivalent preferred
stock at a price per share of Preferred Stock or equivalent preferred stock (or
having a conversion price per share, if a security convertible into Preferred
Stock or equivalent preferred stock) less than the Fair Market Value per share
of the Preferred Stock (as defined in Section 11(d)) 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 shares of
Preferred Stock outstanding on such record date plus the number of shares of
Preferred Stock which the aggregate offering price of the total number of
shares of Preferred Stock and/or the equivalent preferred stock so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such Fair Market Value and the
denominator of which shall be the number of shares of Preferred Stock
outstanding on such record date plus the number of additional shares of
Preferred Stock and/or equivalent preferred stock to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right. Preferred Stock owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record
date is fixed; and in the event that such rights, options or warrants are not
so issued, the Exercise Price shall be adjusted to be the Exercise Price which
would then be in effect if such record date had not been fixed.

         (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) or evidences of
indebtedness or assets (other than a regular quarterly cash dividend or a
dividend payable in Preferred Stock) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), 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 per share of the
Preferred Stock on such record date, less the Fair Market Value of the portion
of the assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one share of Preferred Stock and
the denominator of which shall be the Fair Market Value per share of the
Preferred Stock; provided, however, that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company to be issued upon exercise of one
Right. Such adjustments shall be made successively whenever such a record date
is fixed; and in the event that such distribution is not so made, the Exercise
Price shall again be adjusted to be the Exercise Price which would then be in
effect if such record date had not been fixed.

         (d) For the purpose of this Rights Agreement, the "Fair Market Value"
of any share of Preferred Stock, Common Stock or any other stock or any Right
or other security or any other property on any date shall be determined as
provided in this Section 11(d). In the case of a publicly-traded stock or other
security, the Fair Market Value on any date shall be deemed to be


                                      16
<PAGE>   19


the average of the daily closing prices per share of such stock or per unit of
such other security for the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided, however, that in
the event that the Fair Market Value per share of any security is determined
during a period which includes any date that is within 30 Trading Days after
(i) the ex-dividend date for a dividend or distribution on such security
payable in shares of such security or securities convertible into shares of
such security, or (ii) the effective date of any subdivision, split,
combination, consolidation, reverse stock split or reclassification of such
security, then, and in each such case, the Fair Market Value shall be
appropriately adjusted by the Board of Directors of the Company to take into
account ex-dividend or post-effective date trading. The closing price for any
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way
(in either case, as reported in the applicable transaction reporting system
with respect to securities listed or admitted to trading on the New York Stock
Exchange), or, if the securities are not listed or admitted to trading on the
New York Stock Exchange, as reported in the applicable transaction reporting
system with respect to securities listed on the principal national securities
exchange on which such security is listed or admitted to trading; or, if not
listed or admitted to trading on any national securities exchange, the last
quoted price (or, if not so quoted, the average of the high bid and low asked
prices) in the over-the-counter market, as reported by The Nasdaq Stock Market
or such other system then in use; or, if no bids for such security are 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 security
selected by the Board of Directors of the Company. The term "Trading Day" shall
mean a day on which the principal national securities exchange on which such
security is listed or admitted to trading is open for the transaction of
business or, if such security is not listed or admitted to trading on any
national securities exchange, a Business Day. If a security is not publicly
held or not so listed or traded, "Fair Market Value" shall mean the fair value
per share of stock or per other unit of such other security, as determined in
good faith by the Board of Directors of the Company; provided, however, that if
the Preferred Stock is not publicly traded, the Fair Market Value of a share of
Preferred Stock shall be conclusively deemed to be the Fair Market Value of a
share of Common Stock (appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof), multiplied by
one hundred. In the case of property other than securities, the "Fair Market
Value" thereof shall be determined in good faith by the Board of Directors of
the Company. Any such determination of Fair Market Value shall be described in
a statement filed with the Rights Agent and shall be binding upon the Rights
Agent and the holders of the Rights.

         (e) All calculations under this Section 11 shall be made to the
nearest cent or to the nearest one one-hundredth of a share, as the case may
be. No adjustment in the Exercise Price shall be required unless adjustment
would require an increase or decrease of at least 1% in such price; provided,
however, that any adjustments which by reason of this Section 11(e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. Notwithstanding the preceding sentence, any adjustment
required by this Section 11 shall be made no later than the earlier of (i)
three years from the date of the transaction which mandates the adjustment or
(ii) the date of the expiration of the right to exercise the Rights.


                                      17
<PAGE>   20


         (f) Irrespective of any adjustment or change in the Exercise Price or
the number of shares of Preferred Stock issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may continue
to express the Exercise Price and the number of shares to be issued upon
exercise of the Rights as in the initial Right Certificates issued hereunder
but, nevertheless, shall represent the Rights as so adjusted.

         (g) Before taking any action that would cause an adjustment reducing
the purchase price per whole share of Preferred Stock upon exercise of the
Rights below the then par value, if any, of the shares of Preferred Stock, the
Company shall use its best efforts to 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 non-assessable shares of such Preferred Stock
at such adjusted purchase price per share.

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

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

         (j) The Company may elect on or after the date of any adjustment of
the Exercise Price to adjust the number of Rights, in substitution for any
adjustment in the number of one one-hundredths of a share of Preferred Stock
purchasable upon the exercise of a Right. Each of the Rights outstanding after
such adjustment of the number of Rights shall be exercisable for the number of
one one-hundredths of a share of Preferred Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one one-hundredth) obtained by dividing the
Exercise Price in effect immediately prior to adjustment of the Exercise Price
by the Exercise Price in effect immediately after adjustment of the Exercise
Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date
may be the date on which the Exercise Price is adjusted or any day thereafter,
but, if the Right Certificates have been issued, shall be at least 10 days
later than the date of the public announcement. If Right Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this Section
11(j), the 


                                      18
<PAGE>   21



Company shall, as promptly as practicable, cause to be distributed to holders
of record of Right Certificates on such record date Right Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such
holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided
for herein and shall be registered in the names of the holders of record of
Rights Certificates on the record date specified in the public announcement.

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

         (l) In the event that at any time after the date of this Rights
Agreement and prior to the Distribution Date, the Company shall (i) declare or
pay any dividend on the Common Stock payable in Common Stock or (ii) effect a
subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock)
into a greater or lesser number of shares of Common Stock, then in any such
case (A) the number of one one-hundredths of a share of Preferred Stock
purchasable after such event upon proper exercise of each Right shall be
determined by multiplying the number of one one-hundredths of a share of
Preferred Stock so purchasable immediately prior to such event by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and (B) each
share of Common Stock outstanding immediately after such event shall have
issued with respect to it that number of Rights which each share of Common
Stock outstanding immediately prior to such event had issued with respect to
it. The adjustments provided for in this Section 11(1) shall be made
successively whenever such dividend is declared or paid or such a subdivision,
combination or consolidation is effected.

    Section 12. Certification of Adjusted Exercise Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 or Section 13, the
Company shall (a) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts giving rise to such adjustment, (b) promptly
file with the Rights Agent and with each transfer agent for the Preferred Stock
a copy of such certificate, and (c) mail a brief summary thereof to each holder
of a Right Certificate in accordance with Section 25 hereof. Notwithstanding
the foregoing sentence, the failure of the Company to make such certification
or give such notice shall not affect the validity of or the force or effect of
the requirement for such adjustment. Any 


                                      19
<PAGE>   22


adjustment to be made pursuant to Section 11 or Section 13 of this Rights
Agreement shall be effective as of the date of the event giving rise to such
adjustment. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained and shall not be deemed to
have knowledge of any adjustment unless and until it shall have received such
certificate.

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

         (a) In the event that, directly or indirectly, at any time after a
Person (other than an Exempt Person) has become an Acquiring Person, (x) the
Company shall, directly or indirectly, consolidate with, or merge with and
into, any other Person or Persons (other than an Exempt Person) and the Company
shall not be the surviving or continuing corporation of such consolidation or
merger, or (y) any Person or Persons (other than an Exempt Person) shall,
directly or indirectly, consolidate with, or merge with and into, the Company,
and the Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation or merger,
all or part of the outstanding shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other Person (other than an
Exempt Person) or of the Company or cash or any other property, or (z) the
Company or one or more of its Subsidiaries shall, directly or indirectly, sell
or otherwise transfer to any other Person or any Affiliate or Associate of such
Person, in one or more transactions, or the Company or one or more of its
Subsidiaries shall sell or otherwise transfer to any Persons in one or a series
of related transactions, assets or earning power aggregating more than 50% of
the assets or earning power of the Company and its Subsidiaries (taken as a
whole), then, on the first occurrence of any such event (except as may be
contemplated by Section 13(e) hereof), proper provision shall be made so that
(i) each holder of record of a Right, except as provided in Section 7(e)
hereof, shall thereafter have the right to receive, upon the exercise thereof
and payment of the Exercise Price in accordance with the terms of this Rights
Agreement, such number of shares of validly issued, fully paid, non-assessable
and freely tradable Common Stock of the Principal Party (as defined herein),
not subject to any liens, encumbrances, rights of first refusal or other
adverse claims, as shall, based on the Fair Market Value of the Common Stock of
the Principal Party on the date of the consummation of such consolidation,
merger, sale or transfer, equal twice the Exercise Price; (ii) such Principal
Party shall thereafter be liable for, and shall assume, by virtue of such
consolidation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Rights Agreement; (iii) the term "Company" for all
purposes of this Rights Agreement shall thereafter be deemed to refer to such
Principal Party; (iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of shares of its
Common Stock in accordance with the provisions of Section 9 hereof) in
connection with such consummation as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the occurrence of any event described in clause
(x), (y) or (z) above of this Section 13(a). The provisions of this Section 13
shall similarly apply to successive mergers or consolidations or sales or other
transfers.

         (b) "Principal Party" shall mean


                                      20
<PAGE>   23


                  (i) in the case of any transaction described in clause (x) or
         (y) of the first sentence of Section 13(a) hereof: (A) the Person that
         is the issuer of the securities into which shares of Common Stock of
         the Company are changed or otherwise exchanged or converted in such
         merger, consolidation or other fundamental transaction, or, if there
         is more than one such issuer, the issuer the Common Stock of which has
         the greatest market value or (B) if no securities are so issued, (x)
         the Person that is the other party to the merger, consolidation or
         other fundamental transaction and that survives such merger,
         consolidation or other fundamental transaction, or, if there is more
         than one such Person, the Person the Common Stock of which has the
         greatest market value or (y) if the Person that is the other party to
         the merger, consolidation or other fundamental transaction does not
         survive the merger, consolidation or other fundamental transaction,
         the Person that does survive the merger, consolidation or other
         fundamental transaction (including the Company if it survives); and

                  (ii) in the case of any transaction described in clause (z)
         of the first sentence in Section 13(a), the Person that is the party
         receiving the greatest portion of the assets or earning power
         transferred pursuant to such transaction or transactions, or, if each
         Person that is a party to such transaction or transactions receives
         the same portion of the assets or earning power so transferred or if
         the Person receiving the greatest portion of the assets or earning
         power cannot be determined, whichever of such Persons is the issuer of
         Common Stock having the greatest market value of shares outstanding;
         provided, however, that in any such case, if the Common Stock of such
         Person is not at such time and has not been continuously over the
         preceding 12-month period registered under Section 12 of the Exchange
         Act, and such Person is a direct or indirect Subsidiary of another
         Person the Common Stock of which is and has been so registered, the
         term "Principal Party" shall refer to such other Person, or if such
         Person is a Subsidiary, directly or indirectly, of more than one
         Person, the Common Stocks of all of which are and have been so
         registered, the term "Principal Party" shall refer to whichever of
         such Persons is the issuer of the Common Stock having the greatest
         market value of shares outstanding.

         (c) The Company shall not consummate any consolidation, merger, other
fundamental transaction or sale or transfer of assets or earning power referred
to in Section 13(a) unless the Principal Party shall have a sufficient number
of authorized shares of its Common Stock that have not been issued or reserved
for issuance to permit exercise in full of all Rights in accordance with this
Section 13 and unless prior thereto the Company and the Principal Party
involved therein shall have executed and delivered to the Rights Agent an
agreement confirming that the Principal Party shall, upon consummation of such
consolidation, merger, other fundamental transaction or sale or transfer of
assets or earning power, assume this Rights Agreement in accordance with
Section 13(a) hereof and that all rights of first refusal or preemptive rights
in respect of the issuance of shares of Common Stock of the Principal Party
upon exercise of outstanding Rights have been waived and that such transaction
shall not result in a default by the Principal Party under this Rights
Agreement, and further providing that, as soon as practicable after the date of
any consolidation, merger, other fundamental transaction or sale or transfer of
assets or earning power referred to in Section 13(a) hereof, the Principal
Party will:


                                      21
<PAGE>   24


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

                  (ii) use its best efforts to list (or continue the listing
         of) the Rights and the securities purchasable upon exercise of the
         Rights on a national securities exchange or to meet the eligibility
         requirements for quotation on The Nasdaq Stock Market; and

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

         In the event that any of the transactions described in Section 13(a)
hereof shall occur at any time after the occurrence of a transaction described
in Section 11(a)(ii) hereof, the Rights which have not theretofore been
exercised shall, subject to the provisions of Section 7(e) hereof, thereafter
be exercisable in the manner described in Section 13(a) hereof.

         (d) In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has a provision in any of its
authorized securities or in its Articles of Incorporation, Certificate of
Incorporation, By-laws, or other instrument governing its corporate affairs,
which provision would have the effect of (i) causing such Principal Party to
issue, in connection with, or as a consequence of, the consummation of a
transaction referred to in this Section 13, shares of Common Stock of such
Principal Party at less than the then Fair Market Value per share (determined
pursuant to Section 11(d) hereof) or securities exercisable for, or convertible
into, Common Stock of such Principal Party at less than such then Fair Market
Value (other than to holders of Rights pursuant to this Section 13) or (ii)
providing for any special tax or similar payment in connection with the
issuance to any holder of a Right of Common Stock of such Principal Party
pursuant to the provisions of this Section 13, then, in such event, the Company
shall not consummate any such transaction unless prior thereto the Company and
such Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing that the provision in question of such
Principal Party shall have been canceled, waived or amended, or that the
authorized securities shall be redeemed, so that the applicable provision will
have no effect on the benefits intended to be afforded by the Rights in
connection with, or as a consequence of, the consummation of the proposed
transaction.

         (e) Notwithstanding anything in this Agreement to the contrary,
Section 13 shall not be applicable to a transaction described in subparagraphs
(x) and (y) of Section 13(a) if (i) such transaction is consummated with a
Person or Persons (or a wholly-owned subsidiary of 


                                      22
<PAGE>   25


any such Person or Persons) who acquired shares of Common Stock pursuant to a
Qualifying Tender Offer, (ii) the price per share of Common Stock offered in
such transaction is not less than the price per share of Common Stock paid to
all holders of Common Stock whose shares were purchased pursuant to such
Qualifying Tender Offer and (iii) the form of consideration being offered to
the remaining holders of shares of Common Stock pursuant to such transaction is
the same as the form of consideration paid pursuant to such Qualifying Tender
Offer. Upon consummation of any such transaction contemplated by this Section
13(d), all Rights hereunder shall expire.

    Section 14. Fractional Rights and Fractional Shares.

         (a) The Company shall not be required to issue fractions of Rights or
to distribute Right Certificates which evidence fractional Rights (i.e., Rights
to acquire less than one one-hundredth of a share of Preferred Stock). If the
Company shall determine not to issue such fractional Rights, then, in lieu of
such fractional Rights, there shall be paid to the holders of record of the
Right Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the Fair Market
Value of a whole Right.

         (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share) upon exercise of the Rights or to distribute
certificates which evidence fractional shares (other than fractions which are
integral multiples of one one-hundredth of a share). In lieu of issuing
fractions of shares of Preferred Stock, the Company may, at its election, issue
depositary receipts evidencing fractions of shares pursuant to an appropriate
agreement between the Company and a depositary selected by it, provided that
such agreement shall provide that the holders of such depositary receipts shall
have all of the rights, privileges and preferences to which they would be
entitled as owners of the Preferred Stock. With respect to fractional shares
that are not integral multiples of one one-hundredth of a share, if the Company
does not issue such fractional shares or depositary receipts in lieu thereof,
there shall be paid to the holders of record of Right Certificates at the time
such Right Certificates are exercised as herein provided an amount in cash
equal to the same fraction of the Fair Market Value of a share of Preferred
Stock.

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

         (d) The holder of a Right by the acceptance of a Right expressly
waives his right to receive any fractional Right or any fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredths of a share) upon exercise of a Right.


                                      23
<PAGE>   26


    Section 15. Rights of Action. All rights of action in respect of this
Rights Agreement, except the rights of action given to the Rights Agent in
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the holders of record of the
Common Stock); and any holder of record of any Right Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Rights Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Rights Agreement and will be entitled to
specific performance of the obligations under, and injunctive relief against
actual or threatened violations of, the obligations of any Person subject to
this Rights Agreement.

    Section 16. Agreement of Right Holders. 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 evidenced by
the certificates for Common Stock registered in the name of the holders of
Common Stock (together, as applicable, with the Summary of Rights), which
certificates for Common Stock shall also constitute certificates for Rights,
and not by separate Right Certificates, and each Right shall be transferable
only simultaneously and together with the transfer of shares of Common Stock;

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

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

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

    Section 17. Right Certificate Holder Not Deemed a Shareholder. No holder,
as such, of any Right Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose 


                                      24
<PAGE>   27


the holder of Preferred Stock or any other securities which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall anything
contained herein or in any Right Certificate be construed to confer upon the
holder of any Right Certificate, as such, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in Section 25 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

    Section 18. Concerning the Rights Agent.

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

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

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


                                      25
<PAGE>   28



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

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

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

         (b) Whenever in the performance of its duties under this Rights
Agreement the Rights Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the Chairman of the Board,
the President or any Vice President and by the Treasurer, the Secretary or any
Assistant Secretary of the Company and delivered to the Rights Agent. Any such
certificate shall be full authorization to the Rights Agent for any action
taken or suffered in good faith by it under the provisions of this Rights
Agreement in reliance upon such certificate.

         (c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or 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 Rights Agreement or in the
Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed
to have been made by the Company only.

         (e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Rights Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any adjustment required under the
provisions of Section 11 or 13 hereof or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment (except with respect 


                                      26
<PAGE>   29


to the exercise of Rights evidenced by Right Certificates after receipt of a
certificate describing any such adjustment); nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Preferred Stock to be issued pursuant to this
Rights Agreement or any Right Certificate or as to whether any shares of
Preferred Stock will, when issued, be validly authorized and issued, fully paid
and nonassessable.

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

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

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

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

         (j) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate following the form of
election to purchase set forth on the reverse side of such Rights Certificate
has either not been completed or indicates an affirmative response to clause 1
and/or 2 thereof, the Rights Agent shall not take further action with respect
to the requested exercise or transfer without first consulting with the
Company.

    Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Rights
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Stock and the Preferred Stock by registered or
certified mail. The Company may remove the Rights Agent or any successor Rights
Agent (with or without cause) upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock and the Preferred Stock by registered or
certified mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. Notwithstanding the foregoing provisions of this Section 21,
in no 


                                      27
<PAGE>   30


event shall the resignation or removal of a Rights Agent be effective until a
successor Rights Agent shall have been appointed and have accepted such
appointment. If the Company shall fail to make such appointment within a period
of 30 days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the incumbent Rights
Agent or the holder of record of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be (a) a corporation organized and doing business under the laws of the
United States or of any state thereof, in good standing, which is authorized
under such laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination in the conduct of its corporate trust or
stock transfer business by federal or state authorities and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $5,000,000, or (b) an Affiliate controlled by a corporation described in
clause (a) of this sentence. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed, but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment, the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Stock and Preferred Stock, and mail a notice thereof in
writing to the registered holders of the Right Certificates. Failure to give
any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be. Notwithstanding the foregoing provisions, in the event of resignation,
removal or incapacity of the Rights Agent, the Company shall have the authority
to act as the Rights Agent until a successor Rights Agent shall have assumed
the duties of the Rights Agent hereunder.

    Section 22. Issuance of New Right Certificates. Notwithstanding any of the
provisions of this Rights Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Exercise Price per share and the number or kind or
class of shares of stock or other securities or property purchasable under the
Right Certificates made in accordance with the provisions of this Rights
Agreement.

    Section 23. Redemption.

         (a) The Board of Directors of the Company may, at its option, at any
time prior to such time as any Person becomes an Acquiring Person, redeem all
but not less than all the then outstanding Rights at a redemption price of
$0.01 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price").

         (b) Without any further action and without any notice, the right to
exercise the Rights will terminate effective at the effective time of the
action of the Board of Directors ordering the redemption of the Rights and the
only right thereafter of the holders of Rights shall 


                                      28
<PAGE>   31


be to receive the Redemption Price. Within 10 days after the effective time of
the action of the Board of Directors ordering the redemption of the Rights, the
Company shall give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice; provided, however,
that the failure to give, or any defect in, any such notice shall not affect
the validity of such redemption. Each notice of redemption will state the
method by which the payment of the Redemption Price will be made. At the option
of the Board of Directors, the Redemption Price may be paid in cash to each
Rights holder or by the issuance of shares (and, at the Company's election
pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of
fractions of shares other than fractions which are integral multiples of one
one-hundredth (1/100) of a share) of Preferred Stock or Common Stock having a
Fair Market Value equal to such cash payment.

    Section 24. Exchange.

         (a) By the vote of a majority of the Board of Directors, the Company
may, at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which
shall not include Rights which have become void pursuant to Section 7(e)
hereof) for shares of Common Stock at an exchange rate of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (the "Exchange
Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Person (other than an
Exempt Person), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of any class of Voting Stock of the
Company then outstanding.

         (b) Without any further action and without any notice, the right to
exercise the Rights to be so exchanged will terminate at the effective time of
the action of the Board of Directors ordering the exchange and the only right
thereafter of each holder of such Rights shall be to receive that number of
shares of Common Stock equal to the number of such rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give notice of the
exchange to the holders of such Rights then outstanding by mailing such notice
to all such holders at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Stock. Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice; provided, however, that the failure to give, or any defect
in, any such notice shall not affect the validity of such exchange. Each such
notice shall state the method by which the exchange for Rights will be effected
and, in the event of a partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to Section 7(e)
hereof) held by each holder of Rights.

         (c) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may 


                                      29
<PAGE>   32


be necessary to authorize additional shares of Common Stock for issuance upon
exchange of the Rights. In the event the Company shall, after good faith
effort, be unable to take all such action as may be necessary to authorize such
additional shares of Common Stock, the Company shall substitute, for each share
of Common Stock that would otherwise be issuable upon exchange of a Right, a
number of shares of Preferred Stock or fraction thereof such that the Fair
Market Value of one share of Preferred Stock multiplied by such number or
fraction is equal to the Fair Market Value of one share of Common Stock as of
the date of issuance of such shares of Preferred Stock or fraction thereof.

         (d) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of such fractional shares of Common Stock, the Company
shall pay to each registered holder of a Right Certificate with regard to which
a fractional share of Common Stock would otherwise be issuable, an amount in
cash equal to the same fraction of the fair market value of a whole share of
Common Stock. For the purposes of this paragraph (e), the fair market value of
a whole share of Common Stock shall be the closing price of a share of Common
Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.

    Section 25. Notice of Proposed Actions.

         (a) In case the Company, after the Distribution Date, shall propose
(i) to pay any dividend payable in stock of any class to the holders of its
Preferred Stock or to make any other distribution to the holders of its
Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer
to the holders of record of its Preferred Stock rights or warrants to subscribe
for or to purchase shares of Preferred Stock or shares of stock of any class or
any other securities, rights or options, (iii) to effect any reclassification
of its Preferred Stock (other than a reclassification involving only the
subdivision of outstanding Preferred Stock), (iv) to effect any consolidation
or merger with or into, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one
or more transactions, of more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to, any other Person or
Persons, or (v) to effect the liquidation, dissolution or winding up of the
Company, then, in each such case, the Company shall give to each holder of
record of a Right Certificate, in accordance with Section 26 hereof, notice of
such proposed action, which shall specify the record date for the purposes of
such stock dividend or distribution of rights or warrants, or the date on which
such reclassification, consolidation, merger, sale or transfer of assets,
liquidation, dissolution, or winding up is to take place and the record date
for determining participation therein by the holders of record of Common Stock
or Preferred Stock, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (i) or (ii) above at least
10 days prior to the record date for determining holders of record of the
Preferred Stock for purposes of such action, and in the case of any such other
action, at least 10 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of record of Common
Stock or Preferred Stock, whichever shall be the earlier. The failure to give
notice required by this Section 25 or any defect therein shall not affect the
legality or validity of the action taken by the Company or the vote upon any
such action.


                                      30
<PAGE>   33


         (b) In case any event described in Section 11(a)(ii) hereof shall
occur, then the Company shall, as soon as practicable thereafter, give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice
of the occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

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

                           INSpire Insurance Solutions, Inc.
                           300 Burnett Street
                           Fort Worth, Texas 76102
                           Attention: General Counsel

                           With a copy to:
                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           1700 Pacific Avenue
                           Suite 4100
                           Dallas, Texas 75201
                           Attention: Terry M. Schpok, P.C.

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

                           U.S. Trust Company of Texas, N.A.
                           2001 Ross Avenue
                           Suite 2700
                           Dallas, Texas 75201
                           Attention: Mr. Bill Barber
                           Telephone: (214) 754-1255
                           Telecopier: (214) 754-1303

Notices or demands authorized by this Rights Agreement to be given or made by
the Company or the Rights Agent to the holder of record of any Right
Certificate or Right shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company.

    Section 27. Supplements and Amendments. The Company may from time to time
supplement or amend this Agreement without the approval of any holders of
Rights Certificates in order to cure any ambiguity, to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions with respect to the
Rights which the Company may deem necessary or desirable, any 


                                      31
<PAGE>   34


such supplement or amendment to be evidenced by a writing signed by the Company
and the Rights Agent; provided, however, that from and after such time as any
Person becomes an Acquiring Person, this Agreement shall not be amended in any
manner which would adversely affect the interests of the holders of Rights.

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

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

    Section 30. Determinations and Actions by the Board; etc. The Board of
Directors shall have the exclusive power and authority to administer this
Rights 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 Rights Agreement, including, without limitation, the
right and power to (i) interpret the provisions of this Agreement and (ii) make
all determinations deemed necessary or advisable for the administration of this
Agreement. All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board of Directors in good faith in
accordance with the preceding sentence, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties and (y) not subject any director to any liability to the holders
of the Rights.

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

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

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

    Section 34. Severability. If any term, provision, covenant or restriction
of this Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Rights 


                                      32
<PAGE>   35


Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.




           [The remainder of this page is intentionally left blank.]







                                      33
<PAGE>   36




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



                                        INSPIRE INSURANCE SOLUTIONS, INC.



Attest:                                 By:
       -------------------------------     ------------------------------------
                  (SEAL)                   Name:   F. George Dunham, III
                                           Title:  Chief Executive Officer



                                        U.S. TRUST COMPANY OF TEXAS, N.A.


Attest:                                 By:
       -------------------------------     ------------------------------------
                  (SEAL)                   Name:
                                                -------------------------------
                                           Title:
                                                 ------------------------------






                                      34




<PAGE>   37


                                                                       EXHIBIT B

                           [Form of Right Certificate]

Certificate No. R-                                                 ______ Rights

         NOT EXERCISABLE AFTER AUGUST 1, 2007 OR EARLIER IF REDEMPTION OR
         EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
         THE COMPANY, AT $0.01 PER RIGHT (SUBJECT TO ADJUSTMENT), AND TO
         EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
         CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT (AS REFERRED TO
         BELOW), RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR
         THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
         AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND
         VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.

                                Right Certificate

                        INSPIRE INSURANCE SOLUTIONS, INC.



         This certifies that ______________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement dated as of July 30, 1997 (as amended and/or restated from time to
time, the "Rights Agreement") between INSpire Insurance Solutions, Inc., a Texas
corporation (the "Company"), and U.S. Trust Company of Texas, N.A. (the "Rights
Agent"), to purchase from the Company at any time after the Distribution Date
(as such term is defined in the Rights Agreement) and prior to 5:00 P.M. Fort
Worth, Texas time on August 1, 2007 at the office of the Rights Agent designated
in the Rights Agreement for such purpose, or its successor as Rights Agent, one
one-hundredth (1/100) of a fully paid nonassessable share of Series A Junior
Preferred Stock (the "Preferred Stock") of the Company at a purchase price of
$100.00, as the same may from time to time be adjusted in accordance with the
Rights Agreement (the "Exercise Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase attached hereto duly
executed.

         As provided in the Rights Agreement, the Exercise Price and the number
of shares of Preferred Stock which may be purchased upon the exercise of the
Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events and, upon the happening of
certain events, securities other than shares of Preferred Stock, or other
property, may be acquired upon exercise of the Rights evidenced by this Right
Certificate, as provided in the Rights Agreement.



<PAGE>   38


         This Right 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 and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Rights Agent,
the Company and the holders of record of Right Certificates. Copies of the
Rights Agreement are on file at the principal executive office of the Company.

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

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

         No fractional shares of Preferred Stock (other than fractions which are
integral multiples of one one-hundredth (1/100) of a share) are required to be
issued upon the exercise of any Right or Rights evidenced hereby, and in lieu
thereof the Company may cause depositary receipts to be issued and/or a cash
payment may be made, as provided in the Rights Agreement.

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

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


                                       2
<PAGE>   39


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

ATTEST:                                     INSPIRE INSURANCE SOLUTIONS, INC.


                                           
----------------------------                By:
[Secretary or Assistant                        ---------------------------------
  Secretary]                                Name:
                                            Title:

Countersigned:

U.S. TRUST COMPANY OF TEXAS, N.A.
As Rights Agent


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


                                       3
<PAGE>   40


                   [Form of Reverse Side of Right Certificate]

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

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

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


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

Dated:
      ---------------------



                                  --------------------------------------------
                                  Signature
                                  (Signature must conform in all respects to
                                  name of holder as specified on the face of 
                                  the Right Certificate)



Signature Guaranteed:


<PAGE>   41


                                   Certificate


         The undersigned hereby certifies by checking the appropriate boxes
that:

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

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


Dated: 
      -------------                  -------------------------------------------
                                     Signature
                                     (Signature must conform in all respects to
                                     name of holder as specified on the face of
                                     this Right Certificate)





<PAGE>   42



                          FORM OF ELECTION TO PURCHASE
                      (To be executed if registered holder
                   desires to exercise the Right Certificate)

TO INSPIRE INSURANCE SOLUTIONS, INC.:

         The undersigned hereby irrevocably elects to exercise _________________
Rights represented by this Right Certificate to purchase the shares of Preferred
Stock (or other securities) issuable upon the exercise of such Rights and
requests that certificates for such share(s) be issued in the following name:

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

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

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

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

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

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

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





Dated:          .
      ----------

                                        ----------------------------------------
                                        Signature
                                        (Signature must conform in all
                                        respects to name of holder as
                                        specified on the face of this
                                        Right Certificate)

Signature Guaranteed:




<PAGE>   43



                                   CERTIFICATE

         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 an Acquiring Person or an Associate or an
Affiliate thereof (as such terms are defined in the Rights Agreement); and

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


Dated:
      ---------------               --------------------------------------------
                                    Signature
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    this Rights Certificate)


<PAGE>   44
                                                                      EXHIBIT C

                                    FORM OF
                            STATEMENT OF RESOLUTION
                                      FOR
                            SERIES A PREFERRED STOCK
                                       OF
                       INSPIRE INSURANCE SOLUTIONS, INC.

                     PURSUANT TO ARTICLE 2.13 OF THE TEXAS
                            BUSINESS CORPORATION ACT




         I, F. George Dunham, III, President of INSpire Insurance Solutions,
Inc., a corporation organized and existing under the Texas Business Corporation
Act (the "Company"), DO HEREBY CERTIFY that at a meeting of the Board of
Directors on July 30, 1997, at which meeting a quorum was present, the
following resolutions were adopted:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of Article 4 of the
Company's Restated Articles of Incorporation, as amended, a series of Preferred
Stock, par value $1.00 per share ("Preferred Stock"), of the Company be, and
hereby is, created, and the designations, preferences, and relative rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof, be, and hereby are, as follows:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Preferred Stock" (the "Series A Preferred
Stock") and the number of shares constituting such series initially shall be
300,000. Notwithstanding the foregoing, however, if more than a total of
300,000 shares of Series A Preferred Stock shall be issuable upon the exercise
of Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of
July 30, 1997, between the Company and U.S. Trust Company of Texas, N.A., as
Rights Agent (as such agreement may be amended from time to time, the "Rights
Agreement"), the Board of Directors of the Company shall direct by resolution
or resolutions that the total number of shares of Series A Preferred Stock
authorized to be issued be increased (to the extent that the Articles of
Incorporation, as amended and/or restated, then permits) to the largest number
of whole shares (rounded up to the nearest whole number) issuable upon exercise
of such Rights.

         Section 2. Dividends and Distributions.

         (A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of the Company, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on 


                                       1
<PAGE>   45

the first day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (x)
$1.00 or (y) subject to the provision for adjustment hereinafter set forth, 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 a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. In the event the Company shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior
to such event under clause (y) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B) The Company shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (A) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

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


                                       2
<PAGE>   46

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

         (A) Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Company. In
the event the Company shall at any time declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or a
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 number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B) Except as otherwise provided herein, in the Company's Restated
Articles of Incorporation, in each case as the same may be restated or amended,
in any other Statement of Resolutions creating a series of Preferred Stock or
any similar stock, or by law, the holders of shares of Series A Preferred Stock
and the holders of shares of Common Stock and any other capital stock of the
Company having general voting rights shall vote together as one class on all
matters submitted to a vote of shareholders of the Company.

         (C) Except as set forth herein, or as otherwise required by the
Company's Restated Articles of Incorporation, in each case as the same may be
restated or amended, or as otherwise required by law, holders of Series A
Preferred Stock shall have no other special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for the taking of any corporate
action.

         Section 4. Certain Restrictions.

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

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

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


                                       3
<PAGE>   47

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

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

         (B) The Company shall not permit any Subsidiary (as hereinafter
defined) of the Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner. A "Subsidiary" of the Company shall mean any corporation or other
entity of which securities or other ownership interests having ordinary voting
power sufficient to elect a majority of the board of directors of such
corporation or other entity or other persons performing similar functions are
beneficially owned, directly or indirectly, by the Company or by any
corporation or other entity that is otherwise controlled by the Company.

         Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall
be retired and canceled promptly after the acquisition thereof. All such shares
upon their retirement and cancellation shall become authorized but unissued
shares of Preferred Stock, without designation as to series, and such shares
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors.

         Section 6. Liquidation, Dissolution or Winding Up.

         (A) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Company, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock shall have received
an amount per share (the "Series A Liquidation Preference") equal to the higher
of (i) $100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or
(ii) an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock; or (2) to the
holders of shares of 


                                       4
<PAGE>   48

stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except
distributions made ratably on the Series A Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Company shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other classes and series of stock of the
Corporation, if any, that rank on a parity with the Series A Preferred Stock in
respect thereof, then the assets available for such distribution shall be
distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences.

         (C) Neither the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
6.

         Section 7. Consolidation, Merger, etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable at the option of the Company or any holder thereof.
Notwithstanding the 


                                       5
<PAGE>   49

foregoing sentence of this Section, the Company may acquire shares of Series A
Preferred Stock in any other manner permitted by law, and the provisions hereof
and the Restated Articles of Incorporation of the Company, in each case as the
same may be restated or amended.

         Section 9. Ranking. Unless otherwise provided in a Statement of
Resolution relating to a subsequent series of preferred stock of the Company,
the Series A Preferred Stock shall rank junior to all other series of the
Company's preferred stock as to the payment of dividends and the distribution
of assets on liquidation, dissolution or winding up and senior to the Common
Stock.

         Section 10. Amendment. The provisions hereof and the Restated Articles
of Incorporation, as restated or amended, of the Company shall not be amended
in any manner which would adversely affect the rights, privileges or powers of
the Series A Preferred Stock without, in addition to any other vote of
shareholders required by law, the affirmative vote of the holders of two-thirds
or more of the outstanding shares of Series A Preferred Stock, voting together
as a single class.

         Section 11. Fractional Shares. Series A Preferred Stock may be issued
in fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock. Notwithstanding the foregoing, fractions
of shares of Preferred Stock (other than fractions which are integral multiples
of one one-hundredth of a share) may, at the election of the Company, be
evidenced by depositary receipts. The Company may also issue cash in lieu of
fractional shares which are not integral multiples of one one-hundredth of a
share.



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                                       6
<PAGE>   50

         IN WITNESS WHEREOF, I have executed and subscribed this Statement of
Resolution and do affirm the foregoing as true under the penalties of perjury
this 30th day of July, 1997.


                                       By:    
                                          -----------------------------------
                                       Name:  F. George Dunham, III
                                       Title: President


ATTEST:


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



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