<PAGE>

                                                                     EXHIBIT 4.2

                                                                           FINAL


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


                               eFunds Corporation


                                       and

                                 [Rights Agent],
                                  Rights Agent




                                RIGHTS AGREEMENT


                            Dated as of [date], 2000


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

[date]
[record date]
[price]
[1/100th of authorized common]
[address]
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

Section 1.  Certain Definitions                                               1

Section 2.  Appointment of Rights Agent                                       4

Section 3.  Issue of Right Certificates                                       4

Section 4.  Form of Right Certificates                                        5

Section 5.  Countersignature and Registration                                 6

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

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

Section 8.  Cancellation of Right Certificates                                8

Section 9.  Availability of Preferred Shares                                  8

Section 10.  Preferred Shares Record Date                                     9

Section 11.  Adjustment of Purchase Price, Number and Kind of
                  Shares or Number of Rights                                  9

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares      16

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
                  Earning Power                                              16

Section 14.  Fractional Rights and Fractional Shares                         19

Section 15.  Rights of Action                                                20

Section 16.  Agreement of Right Holders                                      20

Section 17.  Right Certificate Holder Not Deemed a Stockholder               21

Section 18.  Concerning the Rights Agent                                     21

Section 19.  Merger or Consolidation or Change of Name of Rights Agent       21

Section 20.  Duties of Rights Agent                                          22

Section 21.  Change of Rights Agent                                          24
<PAGE>

Section 22.  Issuance of New Right Certificates                              24

Section 23.  Redemption                                                      25

Section 24.  Exchange                                                        25

Section 25.  Notice of Certain Events                                        26

Section 26.  Notices                                                         27

Section 27.  Supplements and Amendments                                      28

Section 28.  Successors                                                      28

Section 29.  Benefits of this Agreement                                      28

Section 30.  Severability                                                    28

Section 31.  Governing Law                                                   28

Section 32.  Counterparts                                                    28

Section 33.  Descriptive Headings                                            28

Signatures                                                                   29


Exhibit A-- Certificate of Designations of Series A Junior Participating
                           Preferred Stock

Exhibit B -- Form of Right Certificates
<PAGE>

                                RIGHTS AGREEMENT
                                ----------------


     AGREEMENT, dated as of [date], 2000, between eFunds Corporation, a Delaware
corporation (the "Company"), and [Rights Agent] (the "Rights Agent").

     The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
of the Company outstanding at the Close of Business on the business day prior to
the Company's initial public offering (the "Record Date"), each Right
representing the right to purchase one one-hundredth of a Preferred Share, upon
the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to each Common
Share that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined).

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

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

          "Acquiring Person" shall mean any Person who or which, together with
     all Affiliates and Associates of such Person, shall be the Beneficial Owner
     of the Threshold Percentage or more of the Common Shares then outstanding
     other than as a result of a Permitted Offer, but shall not include any
     Exempt Person. Notwithstanding the foregoing, no Person shall become an
     "Acquiring Person" as the result of an acquisition of Common Shares by the
     Company which, by reducing the number of shares outstanding, increases the
     proportionate number of shares beneficially owned by such Person to the
     Threshold Percentage or more of the Common Shares of the Company then
     outstanding; provided, however, that if a Person shall become the
     Beneficial Owner of the Threshold Percentage or more of the Common Shares
     of the Company then outstanding by reason of share purchases by the Company
     and shall, after such share purchases by the Company, increase the number
     of Common Shares of the Company beneficially owned by such Person above the
     number of Common Shares of the Company beneficially owned by such Person at
     the time of the share purchase by the Company that caused such person to
     exceed the Threshold Percentage, then such Person shall be deemed to be an
     "Acquiring Person." 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, has become such inadvertently, and such
     Person divests as promptly as practicable a sufficient number of Common
     Shares so that such Person would no longer be an "Acquiring Person," as
     defined pursuant to the foregoing provisions of this paragraph, then such
     Person shall not be deemed to be an "Acquiring Person" for any purposes of
     this Agreement.
<PAGE>

          "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
     under the Exchange Act. A Person shall be deemed the "Beneficial Owner" of
     and shall be deemed to "beneficially own" any securities:

               (i) which such Person or any of such Person's Affiliates or
          Associates beneficially owns, directly or indirectly, including
          without limitation securities with respect to which such Person or any
          such Person's Affiliates or Associates has "beneficial ownership"
          pursuant to Rule 13d-3 of the General Rules and Regulations under the
          Exchange Act, as in effect on the date of this Agreement;

               (ii) which such Person or any of such Person's Affiliates or
          Associates has (A) the right to acquire (whether such right is
          exercisable immediately or only after the passage of time) pursuant to
          any agreement, arrangement or understanding (other than customary
          agreements with and between underwriters and selling group members
          with respect to a bona fide public offering of securities), or upon
          the exercise of conversion rights, exchange rights, rights (other than
          these Rights), warrants or options, or otherwise; provided, however,
          that a Person shall not be deemed the Beneficial Owner of, or to
          beneficially own, securities tendered pursuant to a tender or exchange
          offer made by or on behalf of such Person or any of such Person's
          Affiliates or Associates until such tendered securities are accepted
          for purchase or exchange; or (B) the right to vote pursuant to any
          agreement, arrangement or understanding; provided, however, that a
          Person shall not be deemed the Beneficial Owner of, or to beneficially
          own, any security if the agreement, arrangement or understanding to
          vote such security (1) arises solely from a revocable proxy or consent
          given to such Person in response to a public proxy or consent
          solicitation made pursuant to, and in accordance with, the applicable
          rules and regulations promulgated under the Exchange Act and (2) is
          not also then reportable on Schedule 13D under the Exchange Act (or
          any comparable or successor report); 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 (other than customary agreements with and between
          underwriters and selling group members with respect to a bona fide
          public offering of securities) for the purpose of acquiring, holding,
          voting (except to the extent contemplated by the proviso to
          clause(ii)(B) above) or disposing of any securities of the Company.

     Notwithstanding anything in this definition of Beneficial Ownership 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
<PAGE>

     securities not then actually issued and outstanding which such Person would
     be deemed to own beneficially hereunder.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
     day on which banking institutions in the state where the principal office
     of the Rights Agent is located are authorized or obligated by law or
     executive order to close.

          "Close of Business" on any given date shall mean 5:00 P.M., prevailing
     time where the principal office of the Rights Agent is located, on such
     date; provided, however, that if such date is not a Business Day, it shall
     mean 5:00 P.M., prevailing time, on the next succeeding Business Day.

          "Common Shares," when used with reference to the Company, shall mean
     the shares of Common Stock, par value $.01 per share, of the Company.
     "Common Shares," when used with reference to any Person other than the
     Company, shall mean the capital stock (or equity interest) with the
     greatest voting power of such other Person or, if such other Person is a
     Subsidiary of any other Person, the Person or Persons which ultimately
     control such first mentioned Person.

          "Distribution Date" shall have the meaning set forth in Section 3.

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

          "Exchange Date" shall have the meaning set forth in Section 7.

          "Exempt Person" shall mean the Company, any Subsidiary of the Company,
     any employee benefit plan of the Company or of any Subsidiary of the
     Company, and any Person organized, appointed or established by the Company
     for or pursuant to the terms of any such plan. Deluxe Corporation, a
     Minnesota corporation, shall be an Exempt Person until such time as Deluxe
     Corporation owns less than 15% of the Company's Common Shares. In addition,
     any underwriter participating in the initial public offering of the
     Company's Common Shares shall also be an Exempt Person until the earliest
     of (i) the date any such underwriter owns less than 15% of the Company's
     Common Shares, (ii) the date Deluxe Corporation owns less than 15% of the
     Company's Common Shares or (iii) December 31, 2000.

          "Final Expiration Date" shall have the meaning set forth in Section 7.

          "Person" shall mean any individual, firm, corporation or other entity,
     and shall include any successor (by merger or otherwise) of such entity.

          "Permitted Offer" shall mean a tender offer or an exchange offer for
     all outstanding Common Shares of the Company determined by the Board of
     Directors of the Company, after receiving such advice as it deems necessary
     and
<PAGE>

     giving due consideration to all relevant factors, to be in the best
     interests of the Company and its stockholders.

          "Preferred Shares" shall mean shares of Series A Junior Participating
     Preferred Stock, par value $.01, of the Company having the rights and
     preferences set forth in the form of Certificate of Designations attached
     to this Agreement as Exhibit A.

          "Redemption Date" shall have the meaning set forth in Section 7.

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

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

          "Threshold Percentage" shall mean 15%.

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

     Section 3. Issue of Right Certificates.

          (a) Until the earlier of (i) the tenth day after the Shares
     Acquisition Date or (ii) the tenth 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 of the first public
     announcement of the intention of any Person (other than an Exempt Person)
     to commence, a tender or exchange offer the consummation of which would
     result in any Person becoming an Acquiring Person (the earlier of such
     dates being referred to herein as the "Distribution Date"), (x) the Rights
     will be evidenced (subject to the provisions of Section 3(b)) by the
     certificates for Common Shares registered in the names of the holders
     thereof (which certificates shall also be deemed to be Right Certificates)
     and not by separate Right Certificates, and (y) the right to receive Right
     Certificates will be transferable only in connection with the transfer of
     Common Shares. As soon as practicable after the Distribution Date, the
     Company will prepare and execute, the Rights Agent will countersign, and
     the Company will send or cause to be sent (and the Rights Agent will, if
     requested, send) by first-class, postage-prepaid mail, to each record
     holder of Common Shares as of the Close of Business on the Distribution
     Date, at the address of such holder shown on the records of the Company, a
     Right Certificate, in substantially the form of Exhibit B (a "Right
     Certificate"), evidencing one Right for each Common Share so held. As of
     the Distribution Date, the Rights will be evidenced solely by such Right
     Certificates.
<PAGE>

          (b) With respect to certificates for Common Shares outstanding as of
     the Close of Business on the Record Date, until the Distribution Date, the
     Rights will be evidenced by such certificates registered in the names of
     the holders thereof. Until the Distribution Date (or the earlier of the
     Redemption Date or the Final Expiration Date if occurring prior to the
     Distribution Date), the surrender for transfer of any certificate for
     Common Shares outstanding on the Record Date shall also constitute the
     transfer of the Rights associated with the Common Shares represented
     thereby.

          (c) Certificates for Common Shares which become outstanding
     (including, without limitation, reacquired Common Shares referred to in the
     last sentence of this paragraph (c)) after the Record Date but prior to the
     earliest of the Distribution Date, the Redemption Date or the Final
     Expiration Date shall have impressed on, printed on, written on or
     otherwise affixed to them the following legend:

          This certificate also evidences and entitles the holder hereof to
          certain rights as set forth in a Rights Agreement between eFunds
          Corporation and [Rights Agent] or any successor (as amended from time
          to time the "Rights Agreement"), the terms of which are hereby
          incorporated herein by reference and a copy of which is on file at the
          principal executive office of eFunds Corporation Under certain
          circumstances, as set forth in the Rights Agreement, such Rights will
          be evidenced by separate certificates and will no longer be evidenced
          by this certificate. eFunds Corporation will mail to the holder of
          this certificate a copy of the Rights Agreement without charge after
          receipt of a written request therefor. Under certain circumstances, as
          set forth in the Rights Agreement, Rights issued to any Person who
          becomes an Acquiring Person or an Associate or Affiliate thereof (as
          defined in the Rights Agreement), or certain transferees of such
          Person, may become null and void.

     With respect to such certificates containing the foregoing legend, until
     the Distribution Date, the Rights associated with the Common Shares
     represented by such certificates shall be evidenced by such certificates
     alone, and the surrender for transfer of any such certificate shall also
     constitute the transfer of the Rights associated with the Common Shares
     represented thereby. In the event that the Company purchases or acquires
     any Common Shares after the Record Date but prior to the Distribution Date,
     any Rights associated with such Common Shares shall be deemed canceled and
     retired so that the Company shall not be entitled to exercise any Rights
     associated with the Common Shares which are no longer outstanding.

          (d) Reference in this Agreement to certificates for Common Shares
     include uncertificated Common Shares, and any uncertificated Common Share
     shall also represent the associated right. Any legend required to be placed
     on any certificate for Common Shares may instead be included on any book
     entry confirmation or notification to the holder of such Common Shares.

     Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B and may
have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may
<PAGE>

deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange or automated quotations system on which the Rights may from time
to time be listed, or to conform to usage. Subject to the provisions of Section
11, the Right Certificates shall entitle the holders thereof to purchase such
number of one one-hundredths of a Preferred Share as shall be set forth therein
at the price per one one-hundredth of a Preferred Share set forth therein (the
"Purchase Price"), but the number of such one one- hundredths of a Preferred
Share and the Purchase Price shall be subject to adjustment as provided herein.

     Section 5. Countersignature and Registration. The Right Certificates shall
be executed on behalf of the Company by its Chairperson of the Board, its Chief
Executive Officer, its President, any of its Vice Presidents or its Treasurer
either manually or by facsimile signature and shall be attested by the Secretary
or an Assistant Secretary of the Company, or if one shall not have been elected,
the Chief Financial Officer, either manually or by facsimile signature. The
Right Certificates shall be manually countersigned by the Rights Agent for
purposes of authorization only and shall not be valid for any purpose unless
countersigned. In case any officer of the Company who shall have signed any of
the Right Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the Person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by any Person who, at the actual date of the execution of such Right
Certificate, 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.

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

     Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14, 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 or Right
Certificates (other than Right Certificates representing Rights that have become
void pursuant to Section 11(a)(ii)) may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of one one-hundredths of a Preferred
Share as the Right Certificate or Right Certificates surrendered then entitled
such holder to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent. Thereupon the Rights
Agent shall countersign and deliver to the Person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so requested. The
Company may require payment of a sum sufficient to cover any tax or governmental
charge that
<PAGE>

may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

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

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

          (a) The registered holder of any Right Certificate may exercise the
     Rights evidenced thereby (except as otherwise provided herein) in whole or
     in part at any time after the Distribution Date upon surrender of the Right
     Certificate, with the form of election to purchase on the reverse side
     thereof duly executed, to the Rights Agent at the office or offices of the
     Rights Agent designated for such purpose, together with payment of the
     Purchase Price for each one one-hundredth of a Preferred Share as to which
     the Rights are exercised, at or prior to the earliest of (i) the Close of
     Business on [record date], 2010 (the "Final Expiration Date"), (ii) the
     time at which the Rights are redeemed as provided in Section 23 (the
     "Redemption Date") or (iii) the time at which such Rights are exchanged as
     provided in Section 24 (the "Exchange Date").

          (b) The Purchase Price for each one one-hundredth of a Preferred Share
     purchasable pursuant to the exercise of a Right shall initially be
     $[price], shall be subject to adjustment from time to time as provided in
     Sections 11 and 13 and shall be payable in lawful money of the United
     States of America in accordance with paragraph (c) below.

          (c) Upon receipt of a Right Certificate representing exercisable
     Rights, with the form of election to purchase duly executed, accompanied by
     payment of the aggregate Purchase Price for the shares to be purchased and
     an amount equal to any applicable transfer tax required to be paid by the
     holder of such Right Certificate in accordance with Section 9 by certified
     check, cashier's check or money order payable to the order of the Company,
     the Rights Agent shall thereupon promptly (i) (A) requisition from any
     transfer agent for the Preferred Shares (or make available, if the Rights
     Agent is the transfer agent for the Preferred Shares) certificates for the
     number of Preferred Shares to be purchased and the Company hereby
     irrevocably authorizes its transfer agent to comply with all such requests,
     or (B) if the Company shall have elected to deposit with a depository agent
     the total number of Preferred Shares issuable upon exercise of the Rights
     hereunder, requisition from the depositary agent depositary receipts
     representing such number of one one-hundredths of a Preferred Share as are
     to be purchased and the Company hereby directs the depositary agent to
     comply with such request, (ii) when appropriate, requisition from the
     Company the amount of cash to be paid in lieu of issuance of fractional
     shares in accordance with Section 14, (iii) after receipt of such
     certificates or depositary receipts, cause the same to be delivered to or
     upon the order of the registered holder of such Right Certificate,
     registered in such name or names as may be designated by such holder, and
     (iv) when appropriate, after receipt, deliver such cash to or upon the
     order of the registered holder of such Right Certificate.
<PAGE>

          (d) In case the registered holder of any Right Certificate shall
     exercise less than all of 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 to such holder's duly authorized assigns, subject
     to the provisions of Section 14.

          (e) Notwithstanding anything in this Agreement to the contrary,
     neither the Rights Agent nor the Company shall be obligated to undertake
     any action with respect to a registered holder upon the occurrence of any
     purported exercise as set forth in this Section unless such registered
     holder shall have (i) duly completed and executed 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) of such Right
     Certificate or Affiliates or Associates thereof as the Company shall
     reasonably request.

     Section 8. Cancellation 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 so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company.

     Section 9. Availability of Preferred Shares.

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

          (b) At such time, if any, as the Preferred Shares issuable upon the
     exercise of Rights may be listed on any national securities exchange, the
     Company shall use its best efforts to cause, from and after such time as
     the Rights become exercisable (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 upon official notice of issuance
     upon such exercise.

          (c) The Company will prepare and file, as soon as practicable after
     the Distribution Date, a registration statement under the Securities Act of
     1933, as amended (the "Act"), with respect to the Rights and the securities
     purchasable upon exercise of the Rights on an appropriate form, and use its
     best efforts to cause such registration statement to (i) become effective
     as soon as practicable after such filing and (ii) remain effective (with a
     prospectus at all times meeting the requirements of the Act) until the
     earlier of (A) the date as of which the Rights are no longer exercisable
     for such securities or (B) the Final Expiration Date. The Company will also
     take such action as may be appropriate under, or to ensure compliance with,
     the securities or "blue sky" laws of the various states in connection with
     the exercisability of the Rights. The
<PAGE>

     Company may temporarily suspend, for a period of time not to exceed 90 days
     after the date the registration statement is filed, the exercisability of
     the Rights in order to permit the registration statement to become
     effective. Upon any such suspension, the Company shall issue a public
     announcement stating that the exercisability of the Rights has been
     temporarily suspended, as well as a public announcement at such time as the
     suspension is no longer in effect. Notwithstanding any provision of this
     Agreement to the contrary, the Rights shall not be exercisable in any
     jurisdiction if the requisite qualification in such jurisdiction shall not
     have been obtained or the exercise thereof is not permitted under
     applicable law.

          (d) The Company will take all such action as may be necessary to
     ensure that all Preferred Shares delivered upon exercise of Rights shall,
     at the time of delivery of the certificates for such Preferred Shares
     (subject to payment of the Purchase Price and any applicable transfer
     taxes), be duly and validly authorized and issued and fully paid and
     nonassessable shares.

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

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

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

          (a)(i) In the event the Company shall at any time after the date of
     this Agreement (A) declare a dividend on the Preferred Shares payable in
     Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C)
     combine the outstanding Preferred Shares into a smaller number of Preferred
     Shares or (D) issue any shares of its capital stock in a reclassification
     of the Preferred Shares (including any such reclassification in connection
     with a consolidation or merger in which the Company is the continuing or
     surviving corporation), except as otherwise provided in this Section 11(a),
     the Purchase Price in effect at the time of the record date for such
     dividend or of the effective date of such subdivision, combination or
     reclassification, and the number and kind of shares of capital stock to
     which a Right applies 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 Shares transfer books of the Company were open, such
     holder would have owned upon such exercise and been entitled to receive by
     virtue of such dividend, subdivision, combination or reclassification;
     provided, however, that in no event shall the consideration to be paid upon
     the exercise of one Right be less than the aggregate par value of the
     shares of capital stock of the Company issuable upon exercise of one Right.
     If an event occurs which would require an adjustment under both Section
     11(a)(i) and Section 11(a)(ii), 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).

               (ii) Subject to Section 24 of this Agreement, in the event any
          Person becomes an Acquiring Person, unless the event by which such
          Person became an Acquiring Person is a transaction described in
          Section 13(a), each holder of a Right shall thereafter have a right to
          receive, upon exercise thereof at a price equal to the then current
          Purchase Price multiplied by the number of one one-hundredths of a
          Preferred Share for which a Right is then exercisable, in accordance
          with the terms of this Agreement and in lieu of Preferred Shares, such
          number of Common Shares of the Company as shall equal the result
          obtained by (x) multiplying the then current Purchase Price by the
          number of one one-hundredths of a Preferred Share for which a Right is
          then exercisable and dividing that product by (y) 50% of the then
          current per share market price of the Company's Common Shares
          (determined pursuant to Section 11(d)) on the date that such Person
          becomes an Acquiring Person. In the event that any Person shall become
          an Acquiring Person and the Rights shall then be outstanding, the
          Company shall not take any action that would eliminate or diminish the
          benefits intended to be afforded by the Rights other than as provided
          in the next paragraph.

               From and after the date that such Person becomes an Acquiring
          Person, any Rights that are or were acquired or beneficially owned by
          any Acquiring Person (or any Associate or Affiliate of such Acquiring
          Person) shall be void and any holder of such Rights shall thereafter
          have no right to exercise such Rights under any provision of this
          Agreement. No Right Certificate shall be issued pursuant to Section 3
          that represents Rights beneficially owned by an Acquiring Person whose
          Rights would be void pursuant to the preceding sentence 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 preceding sentence or any
<PAGE>

          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 preceding sentence shall be canceled.

               (iii) In the event that there shall not be sufficient Common
          Shares issued but not outstanding or authorized but unissued to permit
          the exercise in full of the Rights in accordance with the foregoing
          subparagraph (ii), the Company shall take all such action as may be
          necessary to authorize additional Common Shares for issuance upon
          exercise 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 Common Shares, the Company shall substitute,
          for each Common Share that would otherwise be issuable upon exercise
          of a Right, a number of Preferred Shares or fraction thereof such that
          the current per share market price of one Preferred Share multiplied
          by such number or fraction is equal to the current per share market
          price of one Common Share as of the date of issuance of such Preferred
          Shares or fraction thereof.

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

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

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

          (d) (i) For the purpose of any computation hereunder, the "current per
     share market price" of any security (a "Security" for the purpose of this
     Section 11(d)(i)) on any date shall be deemed to be the average of the
     daily closing prices per share of such Security for the 30 consecutive
     Trading Days immediately prior to such date; provided, however, that in the
     event that the current per share market price of the Security is determined
     during a period following the announcement by the issuer of such Security
     of (A) a dividend or distribution on such Security payable in shares of
     such Security or securities convertible into such shares, or (B) any
     subdivision, combination or reclassification of such Security and prior to
     the expiration of 30 Trading Days after the ex-dividend date for such
     dividend or distribution, or the record date for such subdivision,
     combination or reclassification, then, and in each such case, the current
     per share market price shall be appropriately adjusted to reflect the
     current market price per share equivalent of such Security after such
     ex-dividend or record date. The closing price for each day shall be the
     last sale price, regular way, or, in case no such sale takes place on such
     day, the average of the closing bid and asked prices, regular way, in
     either case as reported in the principal consolidated transaction reporting
     system with respect to securities listed or admitted to trading on the New
     York Stock Exchange or, if the Security is not listed or admitted to
     trading on the New
<PAGE>

     York Stock Exchange, as reported in the principal consolidated transaction
     reporting system with respect to securities listed on the principal
     national securities exchange on which the Security is listed or admitted to
     trading or, if the Security is not listed or admitted to trading on any
     national securities exchange, the last sale price on the Nasdaq National
     Market or such other system then in use, or, if on any such date the
     Security is not quoted on the Nasdaq National Market, the average of the
     closing bid and asked prices as furnished by a professional market maker
     making a market in the Security selected by the Board of Directors of the
     Company. If on any such day no market maker is making a market in the
     Common Shares, the fair value of such share on such day as determined in
     good faith by the Board of Directors of the Company shall be used in lieu
     of the closing price for such day. The term "Trading Day" shall mean a day
     on which the principal national securities exchange on which the Security
     is listed or admitted to trading or the Nasdaq National Market, as
     applicable, is open for the transaction of business or, if the Security is
     not listed or admitted to trading on any national securities exchange or
     the Nasdaq National Market, a Business Day.

               (ii) For the purpose of any computation hereunder, the "current
          per share market price" of the Preferred Shares shall be determined in
          accordance with the method set forth in Section 11(d)(i). If the
          Preferred Shares are not publicly traded, the "current per share
          market price" of the Preferred Shares shall be conclusively deemed to
          be the current per share market price of the Common Shares as
          determined pursuant to Section 11(d)(i) (appropriately adjusted to
          reflect any stock split, stock dividend or similar transaction
          occurring after the date hereof), multiplied by one hundred. If
          neither the Common Shares nor the Preferred Shares are publicly held
          or so listed or traded, "current per share market price" of the
          Preferred Shares shall mean the fair value per share as determined in
          good faith by the Board of Directors of the Company, whose
          determination shall be described in a statement filed with the Rights
          Agent.

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

          (f) If as a result of an adjustment made pursuant to Section 11(a) and
     13(a), the holder of any Right thereafter exercised shall become entitled
     to receive any shares of capital stock of the Company other than Preferred
     Shares, thereafter the number of such other shares so receivable upon
     exercise of any Right shall be subject to adjustment from time to time in a
     manner and on terms as nearly equivalent as practicable to the provisions
     with respect to the Preferred Shares
<PAGE>

     contained in Section 11(a) through (c), inclusive, and the provisions of
     Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall
     apply on like terms to any such other shares.

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

          (h) Unless the Company shall have exercised its election as provided
     in Section 11(i), subject to the provisions of Sections 11(a) and 13, upon
     each adjustment of the Purchase Price as a result of the calculations made
     in Sections 11(b) and (c), each Right outstanding immediately prior to the
     making of such adjustment shall thereafter evidence the right to purchase,
     at the adjusted Purchase Price, that number of one one-hundredths of a
     Preferred Share (calculated to the nearest one one-millionth of a Preferred
     Share) obtained by (i) multiplying (x) the number of one one-hundredths of
     a Preferred Share covered by a Right immediately prior to this adjustment
     by (y) the Purchase Price in effect immediately prior to such adjustment of
     the Purchase Price and (ii) dividing the product so obtained by the
     Purchase Price in effect immediately after such adjustment of the Purchase
     Price.

          (i) The Company may elect on or after the date of any adjustment of
     the Purchase Price to adjust the number of Rights, in substitution for any
     adjustment in the number of one one-hundredths of a Preferred Share
     purchasable upon the exercise of a Right. Each of the Rights outstanding
     after such adjustment of the number of Rights shall be exercisable for the
     number of one one-hundredths of a Preferred Share for which a Right was
     exercisable immediately prior to such adjustment. Each Right held of record
     prior to such adjustment of the number of Rights shall become that number
     of Rights (calculated to the nearest one ten-thousandth) obtained by
     dividing the Purchase Price in effect immediately prior to adjustment of
     the Purchase Price by the Purchase Price in effect immediately after
     adjustment of the Purchase Price. The Company shall make a public
     announcement of its election to adjust the number of Rights, indicating the
     record date for the adjustment, and, if known at the time, the amount of
     the adjustment to be made. This record date may be the date on which the
     Purchase Price is adjusted or any day thereafter, but, if the Right
     Certificates have been issued, shall be at least ten days later than the
     date of the public announcement. If Right Certificates have been issued,
     upon each adjustment of the number of Rights pursuant to this Section
     11(i), the Company shall, as promptly as practicable, cause to be
     distributed to holders of record of Right Certificates on such record date
     Right Certificates evidencing, subject to Section 14, 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
<PAGE>

     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, may bear, at the option of
     the Company, the adjusted Purchase Price, and shall be registered in the
     names of the holders of record of Right Certificates on the record date
     specified in the public announcement.

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

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

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

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

          (n) The Company shall not, at any time after the Distribution Date,
     (i) consolidate with any other Person (other than a Subsidiary of the
     Company in a transaction which complies with Section 11(o)), (ii) merge
     with or into any other
<PAGE>

     Person (other than a Subsidiary of the Company in a transaction which
     complies with Section 11(o)), or (iii) sell or transfer (or permit any
     Subsidiary to sell or transfer), in one transaction, or a series of related
     transactions, assets or earning power aggregating more than 50% of the
     assets or earning power of the Company and its Subsidiaries (taken as a
     whole) to any other Person or Persons (other than the Company and/or any of
     its Subsidiaries in one or more transaction each of which complies with
     Section 11(o)), if (x) at the time of or immediately after such
     consolidation, merger or sale there are any rights, warrants or other
     instruments or securities outstanding or agreements in effect which would
     substantially diminish or otherwise eliminate the benefits intended to be
     afforded by the Rights or (y) prior to, simultaneously with or immediately
     after such consolidation, merger or sale, the shareholders of the Person
     who constitutes, or would constitute, the "Principal Party" for purposes of
     Section 13(a) shall have received a distribution of Rights previously owned
     by such Person or any of its Affiliates and Associates.

          (o) The Company, after the Distribution Date, will not, except as
     permitted by Section 23, 24 or 27, take (or permit any Subsidiary of the
     Company to take) any action if at the time such action is taken it is
     reasonably foreseeable that such action will diminish substantially or
     otherwise eliminate the benefits intended to be afforded by the Rights.

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

     Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Sections 11 and 13, the Company
shall promptly (a) prepare a certificate setting forth such adjustment and a
brief statement of the facts accounting for such adjustment, (b) file with the
Rights Agent and with each transfer agent for the Common
<PAGE>

Shares or the Preferred Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25.

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

          (a) In the event, directly or indirectly, at any time after there is
     an Acquiring Person,

               (w) the Company shall consolidate with, or merge with and into,
          any other Person and the Company shall not be the continuing or
          surviving corporation of such consolidation or merger,

               (x) any Person shall consolidate with, or merge with and into,
          the Company, 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 Common Shares shall
          be changed into or exchanged for stock or other securities of any
          other Person (or the Company) or cash or any other property,

               (y) the Company shall effect a statutory share exchange with the
          outstanding Common Shares of the Company being exchanged for stock or
          other securities of any other Person, cash or property, or

               (z) the Company shall sell or otherwise transfer (or one or more
          of its Subsidiaries shall sell or otherwise transfer), in one or more
          transactions, assets or earning power aggregating 50% or more of the
          assets or earning power of the Company and its Subsidiaries (taken as
          a whole) to any other Person other than the Company or one or more of
          its wholly owned Subsidiaries,

     then, and in each such case, except as contemplated by Section 13(e),
     proper provision shall be made so that (i) each holder of a Right (except
     as otherwise provided in this Agreement) shall thereafter have the right to
     receive, upon the exercise thereof at a price equal to the then current
     Purchase Price multiplied by the number of one one-hundredths of a
     Preferred Share for which a Right is then exercisable, in accordance with
     the terms of this Agreement and in lieu of Preferred Shares, such number of
     validly authorized and issued, fully paid, nonassessable and freely
     tradeable Common Shares of the Principal Party, not subject to any liens,
     encumbrances, rights of first refusal or adverse claims, as shall be equal
     to the result obtained by (x) multiplying the then current Purchase Price
     by the number of one one-hundredths of a Preferred Share for which a Right
     is, immediately prior to such consolidation, merger, statutory share
     exchange, sale or transfer, exercisable and (y) dividing that product by
     50% of the current per share market price of the Common Shares of such
     Principal Party (determined pursuant to Section 11(d)) on the date of
     consummation of such consolidation, merger, statutory share exchange, sale
     or transfer; (ii) such Principal Party shall thereafter be liable for, and
     shall assume, by virtue of such merger, consolidation, statutory share
     exchange, sale or transfer, all the obligations and duties of the Company
     pursuant to this Agreement; (iii) the term "Company" shall thereafter be
     deemed to refer to such Principal Party; and (iv) such Principal Party
     shall take such steps (including, but not limited to, the reservation of a
     sufficient number of its Common Shares to permit the exercise of all
     outstanding Rights) in connection with the consummation of any such
     transaction as may
<PAGE>

     be necessary to assure that the provisions of this Agreement shall
     thereafter be applicable, as nearly as reasonably may be, in relation to
     its Common Shares thereafter deliverable upon the exercise of the Rights.

          (b) "Principal Party" shall mean:

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

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

     provided, however, that in any such case, (1) if the Common Shares of such
     Person are not at such time or have 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 Shares of which are and have been so registered, "Principal Party"
     shall refer to such other Person, and (2) in case such Person is a
     Subsidiary, directly or indirectly, of more than one Person, the Common
     Shares of two or more of which are and have been so registered, "Principal
     Party" shall refer to whichever of such Persons is the issuer of the Common
     Shares having the greatest aggregate market value.

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

               (i) prepare and file a registration statement under the Act, with
          respect to the Rights and the securities purchasable upon exercise of
          the Rights, on an appropriate form, and use its best efforts to cause
          such registration statement to (A) become effective as soon as
          practicable after such filing and (B) remain effective (with a
          prospectus at all times meeting the requirements of the Act) until the
          earlier of (1) the date as of which the Rights are no longer
          exercisable for such securities or (2) the Final Expiration Date;

               (ii) 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; and
<PAGE>

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

          (d) The Company shall not enter into any transaction of the kind
     referred to in this Section 13 if at the time of such transaction there are
     any rights, warrants, instruments or securities outstanding or any
     agreements or arrangements which, as a result of the consummation of such
     transaction, would substantially diminish or otherwise eliminate the
     benefits intended to be afforded by the Rights. Without limiting the
     generality of the preceding sentence, in case the Principal Party which is
     to be a party to a transaction of the kind referred to in this Section 13
     has a provision in any of its authorized securities or in its certificate
     of incorporation or bylaws 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 of the kind referred to in this Section 13,
     Common Shares of such Principal Party at less than the then current per
     share market price (determined pursuant to Section 11(d)) or securities
     exercisable for or convertible into Common Shares of such Principal Party
     at less than such then current market price (other than to holders of
     Rights pursuant to this Section 13) or (ii) providing for any special
     payment, tax or similar provisions in connection with the issuance of
     Common Shares of such Principal Party pursuant to the provisions of Section
     13, then, in such event, the Company shall not consummate any such
     transaction unless prior thereto the provision in question of such
     Principal Party shall have been canceled, waived or amended so as to avoid
     any of the effects referred to in clauses (i) and (ii) of this paragraph,
     or the authorized securities shall have been redeemed, so that the
     applicable provision will have no effect 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 clauses
     (w), (x) or (y) of Section 13(a) if (i) such transaction is consummated
     with a Person or Persons who acquired Common Shares pursuant to a Permitted
     Offer (or a wholly owned Subsidiary of any such Person or Persons), (ii)
     the price per Common Share offered in such transaction is not less than the
     price per Common Share paid to all holders of Common Shares whose shares
     were purchased pursuant to such tender offer or exchange offer and (iii)
     the form of consideration being offered to the remaining holders of Common
     Shares pursuant to such transaction is the same as the form of
     consideration paid pursuant to such tender offer or exchange offer. Upon
     consummation of any such transaction contemplated by this Section 13(e),
     all Rights hereunder shall expire.

          (f) The provisions of this Section 13 shall similarly apply to
     successive mergers, consolidations, statutory share exchanges or sale or
     other transfers.

     Section 14. Fractional Rights and Fractional Shares.

          (a) The Company shall not be required to issue fractions of Rights or
     to distribute Right Certificates which evidence fractional Rights. In lieu
     of such fractional Rights, there shall be paid to the registered holders of
     the Right Certificates with regard to which such fractional Rights would
     otherwise be issuable an amount in cash equal to the same fraction of the
     current market value of a whole Right. For the purposes of this Section
     14(a), the current market value of a whole Right shall be the closing price
     of the Rights for the Trading Day immediately
<PAGE>

     prior to the date on which such fractional Rights would have been otherwise
     issuable determined in accordance with Section 11(d)(i).

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

          (c) The holder of a Right by the acceptance of the Right expressly
     waives such holder's right to receive any fractional Rights or any
     fractional shares upon exercise of a Right (except as provided above).

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

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

          (a) prior to the Distribution Date, the Rights will be transferable
     only in connection with the transfer of the Common Shares;
<PAGE>

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

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

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

     Section 18. Concerning the Rights Agent.

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

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

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

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

          (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; and in case at that time any of the Right Certificates shall
     not have been countersigned, the Rights Agent may countersign such Right
     Certificates either in its prior name or in its changed name; and in all
     such cases such Right Certificates shall have the full force provided in
     the Right Certificates and in this Agreement.

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

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

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

          (c) The Rights Agent shall be liable hereunder to the Company and any
     other Person only for its own negligence, bad faith or willful misconduct.

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

          (e) The Rights Agent shall not be under any responsibility in respect
     of the validity of this Agreement or the execution and delivery of this
     Agreement (except the due execution of this Agreement by the Rights Agent)
     or in respect of the validity or execution of any Right Certificate (except
     its countersignature thereof); nor shall it be responsible for any breach
     by the Company of any covenant or condition contained in this Agreement or
     in any Right Certificate; nor shall it be responsible for any change in the
     exercisability of the Rights (including the Rights becoming void pursuant
     to Section 11(a)(ii)) or any adjustment in the terms of the Rights
     (including the manner, method or amount thereof) provided for in Section 3,
     11, 13, 23 or 24, or the ascertaining of the existence of facts that would
     require any such change or adjustment (except with respect to the exercise
     of Rights evidenced by Right Certificates after receipt of actual notice
     from the Company stating that a change or adjustment is required and
     specifying the manner and amount thereof); nor shall it by any act
     hereunder be deemed to make any representation or warranty as to the
     authorization or reservation of any Preferred Shares to be issued pursuant
     to this Agreement or any Right Certificate or as to whether any Preferred
     Shares will, when issued, be validly authorized and issued, fully paid and
     nonassessable.

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

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

          (h) The Rights Agent and any shareholder, director, officer or
     employee of the Rights Agent may buy, sell or deal in any of the Rights or
     other securities of the Company or become pecuniarily interested in any
     transaction in which the Company may be interested, or contract with or
     lend money to the Company or otherwise act as fully and freely as though it
     were not Rights Agent
<PAGE>

     under this Agreement. Nothing herein shall preclude the Rights Agent from
     acting in any other capacity for the Company or for any other legal entity.

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

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

     Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares and Preferred Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Shares and Preferred Shares 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. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit such holder's Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (a) a corporation organized and doing business under the
laws of the United States or of the State of New York (or of any other state of
the United States so long as such corporation is authorized to do business as a
banking institution in the State of Wisconsin or New York), in good standing,
having an office in the State of Wisconsin or New York, which is authorized
under such laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state authority and which
has or is a subsidiary of a corporation which has at the time of its appointment
as Rights Agent a combined capital and surplus of at least $100 million, or (b)
an affiliate of 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 Shares and
Preferred Shares. Failure to
<PAGE>

give any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.

     Section 22. Issuance of New Right Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Right Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement. In addition, in connection with the issuance or
sale of Common Shares after the Distribution Date, the Company shall, with
respect to Common Shares issued upon the exercise, conversion or exchange of
securities hereinafter issued by the Company and outstanding on the Distribution
Date, issue Right Certificates representing the appropriate number of rights in
connection with such issuance; provided, however, that (i) no such Right
Certificate shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Right Certificate would be issued, and (ii) no such Right Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

     Section 23. Redemption.

          (a) The Board of Directors of the Company may, at its option, at any
     time prior to the Close of Business on the tenth day after the Shares
     Acquisition Date, redeem all but not less than all of 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 of this Agreement (such redemption price being hereinafter
     referred to as the "Redemption Price"). The redemption of the Rights by the
     Board of Directors may be made effective at such time and on such basis and
     with such conditions as the Board of Directors in its sole discretion may
     establish.

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

     Section 24. Exchange.

          (a) The Board of Directors of the Company may, at its option, at any
     time after the Close of Business on the tenth day after the Shares
     Acquisition Date, exchange all or part of the then outstanding and
     exercisable Rights (which shall not include Rights that have become void
     pursuant to the provisions of Section 11(a)(ii)) for Common Shares at an
     exchange ratio of one Common Share per Right, appropriately adjusted to
     reflect any stock split, stock dividend or similar transaction occurring
     after the date of this Agreement (such exchange ratio being hereinafter
     referred to as 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 the Common Shares then outstanding.

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

          (c) In the event that there shall not be sufficient Common Shares
     issued but not outstanding or authorized but unissued and unreserved to
     permit any exchange of Rights as contemplated in accordance with this
     Section 24, the Company shall take all such action as may be necessary to
     authorize additional Common Shares 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
     Common Shares, the Company shall substitute, for each Common Share that
     would otherwise be issuable upon exchange of a Right, a number of Preferred
     Shares or fraction thereof such that the current per share market price of
     one Preferred Share multiplied by such number or fraction is equal to the
     current per share market price of one Common Share as of the date of
     issuance of such Preferred Shares or fraction thereof.

          (d) The Company shall not be required to issue fractions of Common
     Shares or to distribute certificates which evidence fractional Common
     Shares. In lieu of such fractional Common Shares, the Company shall pay to
     the registered holders of the Right Certificates with regard to which such
     fractional Common Shares would otherwise be issuable an amount in cash
     equal to the same fraction of the current market value of a whole Common
     Share. For the purposes of this paragraph (d), the current market value of
     a whole Common Share shall be the closing price of a Common Share (as
     determined pursuant to the second sentence of Section
<PAGE>

     11(d)(i)) for the Trading Day immediately prior to the date of exchange
     pursuant to this Section 24.

     Section 25. Notice of Certain Events.

          (a) In case the Company shall propose at any time after the
     Distribution Date (i) to pay any dividend payable in stock of any class to
     the holders of its Preferred Shares or to make any other distribution to
     the holders of its Preferred Shares (other than a regular quarterly cash
     dividend), (ii) to offer to the holders of its Preferred Shares rights or
     warrants to subscribe for or to purchase any additional Preferred Shares or
     shares of stock of any class or any other securities, rights or options,
     (iii) to effect any reclassification of its Preferred Shares (other than a
     reclassification involving only the subdivision of outstanding Preferred
     Shares), (iv) to effect any consolidation or merger into or with, or to
     effect any sale or other transfer (or to permit one or more of its
     Subsidiaries to effect any sale or other transfer), in one or more
     transactions, of 50% or more of the assets or earning power of the Company
     and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect
     any statutory share exchange with the outstanding Common Shares of the
     Company being exchanged for stock or other securities of any other
     corporation or cash or other property, (vi) to effect the liquidation,
     dissolution or winding up of the Company or (vii) to declare or pay any
     dividend on the Common Shares payable in Common Shares or to effect a
     subdivision, combination or consolidation of the Common Shares (by
     reclassification or otherwise than by payment of dividends in Common
     Shares), then, in each such case, the Company shall give to each holder of
     a Right Certificate, in accordance with Section 26, a notice of such
     proposed action, which shall specify the record date for the purposes of
     such stock dividend, or distribution of rights or warrants, or the date on
     which such reclassification, consolidation, merger, sale, transfer,
     liquidation, dissolution or winding up is to take place and the date of
     participation therein by the holders of the Common Shares and/or Preferred
     Shares, if any such date is to be fixed, and such notice shall be so given
     in the case of any action covered by clause (i) or (ii) of this paragraph
     at least ten days prior to the record date for determining holders of the
     Preferred Shares for purposes of such action, and in the case of any such
     other action, at least ten days prior to the date of the taking of such
     proposed action or the date of participation therein by the holders of the
     Common Shares and/or Preferred Shares, whichever shall be the earlier.

          (b) In case the event set forth in Section 11(a)(ii) shall occur, then
     the Company shall as soon as practicable thereafter give to each holder of
     a Right Certificate, in accordance with Section 26, 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).

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

                           eFunds Corporation
                           400 West Deluxe Parkway
                           P.O. Box 12536
                           Milwaukee, WI  53212
                           Attn: Chief Financial Officer
<PAGE>

                           Copy to: General Counsel

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

                           [Rights Agent]
                           Attention:
                           [address]

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

     Section 27. Supplements and Amendments. The Company may from time to time
supplement or amend this Agreement without the approval of any holders of Right
Certificates in order (i) to extend the Final Expiration Date or, provided that
at the time of such amendment no Person has become an Acquiring Person, the
period during which the Rights may be redeemed, (ii) to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions of this Agreement, (iii) prior to the
time that any Person becomes an Acquiring Person, to otherwise change or
supplement any provision in this Agreement in any manner which the Company may
deem necessary or desirable, or (iv) subject to clause (i) of this Section 27,
from and after the time that any Person becomes an Acquiring Person, to
otherwise change or supplement any provision in this Agreement in any manner
which the Company may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Right Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person).

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

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

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

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

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

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

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


                                    EFUNDS CORPORATION



                                    By: _______________________________
                                    Name: _____________________________




                                    [RIGHTS AGENT]



                                    By: _______________________________
                                    Name: _____________________________