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                                  EXHIBIT 4.02

                              AMENDED AND RESTATED

                                RIGHTS AGREEMENT

         Amended and Restated Rights Agreement, dated as of February 1, 2000,
between Cadence Design Systems, Inc., a Delaware corporation (the "Company"),
and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company (the "Rights Agent").

         The Board of Directors of the Company authorized and declared a
dividend of one preferred share purchase right (a "Right") for each share of
Common Stock (as hereinafter defined) of the Company outstanding as of the close
of business (as defined below) on February 20, 1996 (the "Record Date"), each
Right representing the right to purchase one one-thousandth (subject to
adjustment) of a share of Preferred Stock (as hereinafter defined), upon the
terms and subject to the conditions herein set forth, and has further authorized
and directed the issuance of one Right (subject to adjustment as provided
herein) with respect to each share of Common Stock 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); provided, however, that Rights may be issued with respect to shares of
Common Stock that shall become outstanding after the Distribution Date and prior
to the Redemption Date and the Final Expiration Date in accordance with Section
22.

         The Company entered into that certain Rights Agreement, dated as of
February 9, 1996, between Cadence Design Systems, Inc., a Delaware corporation
(the "Company"), and Harris Trust and Savings Bank, a national banking
association ("Harris Trust").

         The Company has appointed ChaseMellon Shareholder Services, L.L.C. as
its transfer agent and desires that it replace Harris Trust as rights agent
pursuant to this Agreement and amend the Agreement solely to change the rights
agent.

         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 meaning indicated:

                  (a)      "Acquiring Person" shall mean any Person (as such
         term is hereinafter defined) who or which shall be the Beneficial Owner
         (as such term is hereinafter defined) of 15% or more of the shares of
         Common Stock then outstanding, but shall not include an Exempt Person
         (as such term is hereinafter defined); provided, however, that if the
         Board of Directors of the Company determines in good faith that a
         Person who would otherwise

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         be an "Acquiring Person" has become such inadvertently (including,
         without limitation, because (i) such Person was unaware that it
         beneficially owned a percentage of Common Stock that would otherwise
         cause such Person to be an "Acquiring Person" or (ii) such Person
         was aware of the extent of its Beneficial Ownership of Common Stock
         but had no actual knowledge of the consequences of such Beneficial
         Ownership under this Rights Agreement) and without any intention of
         changing or influencing control of the Company, and such Person, as
         promptly as practicable divested or divests himself or itself of
         Beneficial Ownership of a sufficient number of shares of Common
         Stock so that such Person would no longer be an Acquiring Person,
         then such Person shall not be deemed to be or to have become an
         "Acquiring Person" for any purposes of this Agreement.
         Notwithstanding the foregoing, (i) if a Person would be deemed an
         Acquiring Person upon the adoption of this Agreement because of
         Beneficial Ownership of between 15% and 20% of the shares of stock
         on such date, such Person will not be deemed an Acquiring Person for
         any purposes of this Agreement unless and until such Person acquires
         Beneficial Ownership of any additional shares of Common Stock after
         the adoption of this Agreement unless upon the consummation of the
         acquisition of such additional shares of Common Stock such Person
         does not beneficially own 15% or more of the shares of Common Stock
         then outstanding and (ii) no Person shall become an "Acquiring
         Person" as the result of an acquisition of shares of Common Stock by
         the Company which, by reducing the number of shares outstanding,
         increases the proportionate number of shares beneficially owned by
         such Person to 15% or more of the shares of Common Stock then
         outstanding, provided, however, that if a Person shall become the
         Beneficial Owner of 15% or more of the shares of Common Stock then
         outstanding by reason of such share acquisitions by the Company and
         thereafter become the Beneficial Owner of any additional shares of
         Common Stock, then such Person shall be deemed to be an "Acquiring
         Person" unless upon the consummation of the acquisition of such
         additional shares of Common Stock such Person does not own 15% or
         more of the shares of Common Stock then outstanding. The phrase
         "then outstanding", when used with reference to a Person's
         Beneficial Ownership of securities of the Company, shall mean the
         number of such securities then issued and outstanding together with
         the number of such securities not then actually issued and
         outstanding which such Person would be deemed to own beneficially
         hereunder.

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

                  (c)      A Person shall be deemed the "Beneficial Owner" of,
         shall be deemed to have "Beneficial Ownership" of and shall be deemed
         to "beneficially own" any securities: (i) which such Person or any of
         such Person's Affiliates or Associates is deemed to beneficially own,
         directly or indirectly within the meaning of 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

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         bona fide public offering of securities), or upon the exercise of
         conversion rights, exchange rights, rights, warrants or options, or
         otherwise; provided, however, that a Person shall not be deemed the
         Beneficial Owner of, or to beneficially own, (x) 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, (y) securities which
         such Person has a right to acquire on the exercise of Rights at any
         time prior to the time a Person becomes an Acquiring Person or (z)
         securities issuable upon exercise of Rights from and after the time
         a Person becomes an Acquiring Person if such Rights were acquired by
         such Person or any of such Person's Affiliates or Associates prior
         to the Distribution Date or pursuant to Section 3(a) or Section 22
         hereof ("original Rights") or pursuant to Section 11(i) or Section
         11(n) with respect to an adjustment to original Rights; 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 by
         reason of such agreement, arrangement or understanding 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 Section 1(c)(ii)(B)) or disposing of any securities of
         the Company.

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

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

                  (f)      "Common Stock" when used with reference to the
         Company shall mean the common stock, presently par value $.01 per
         share, of the Company. "Common Stock" when used with reference to any
         Person other than the Company shall mean the capital stock (or, in the
         case of an unincorporated entity, the equivalent equity interest) with
         the greatest voting power of such other Person or, if such other Person
         is a subsidiary of another Person, the Person or Persons which
         ultimately control such first-mentioned Person.

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

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                  (h)      "Exempt Person" shall mean the Company, any
         Subsidiary (as such term is hereinafter defined) of the Company, any
         employee benefit plan of the Company or of any Subsidiary of the
         Company, or any entity or trustee holding Common Stock for or pursuant
         to the terms of any such plan or for the purpose of funding any such
         plan or funding other employee benefits for employees of the Company or
         of any Subsidiary of the Company.

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

                  (j)      "New York Stock Exchange" shall mean the stock market
         operated by the New York Stock Exchange, Inc.

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

                  (l)      "Preferred Stock" shall mean the Series A Junior
         Participating Preferred Stock, par value $.01 per share, of the Company
         having the rights and preferences set forth in the Form of Amended
         Certificate of Designations attached to this Agreement as Exhibit A.

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

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

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

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

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

         Section 3.   Issue of Right Certificates. (a) Until the earlier of (i)
the tenth day after the Stock Acquisition Date or (ii) the tenth business day
(or such later date as may be determined by action of the Board of Directors
prior to such time as any Person becomes an Acquiring Person) after the date of
the commencement by any Person (other than an Exempt Person) of, or of the first
public announcement of the intention of such Person (other than an Exempt
Person) to

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         commence, a tender or exchange offer the consummation of which would
         result in any Person becoming the Beneficial Owner of shares of
         Common Stock aggregating 15% or more of the Common Stock then
         outstanding (including any such date which is after the date of this
         Agreement and prior to the issuance of the Rights; the earlier of
         such dates being herein referred to as the "Distribution Date"), (x)
         the Rights will be evidenced (subject to the provisions of Section
         3(b) hereof) by the certificates for Common Stock registered in the
         names of the holders thereof and not by separate Right Certificates,
         and (y) the Rights will be transferable only in connection with the
         transfer of Common Stock. 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,
         insured, postage-prepaid mail, to each record holder of Common Stock
         as of the Close of Business on the Distribution Date (other than any
         Acquiring Person or any Associate or Affiliate of an Acquiring
         Person), at the address of such holder shown on the records of the
         Company, a Right Certificate, in substantially the form of Exhibit B
         hereto (a "Right Certificate"), evidencing one Right (subject to
         adjustment as provided herein) for each share of Common Stock so
         held. As of the Distribution Date, the Rights will be evidenced
         solely by such Right Certificates.

                  (b)      On the Record Date, or as soon as practicable
         thereafter, the Company will send a copy of a Summary of Rights to
         Purchase Shares of Preferred Stock, in substantially the form of
         Exhibit C hereto (the "Summary of Rights"), by first-class,
         postage-prepaid mail, to each record holder of Common Stock as of the
         Close of Business on the Record Date (other than any Acquiring Person
         or any Associate or Affiliate of any Acquiring Person), at the address
         of such holder shown on the records of the Company. With respect to
         certificates for Common Stock outstanding as of the Record Date, until
         the Distribution Date, the Rights will be evidenced by such
         certificates registered in the names of the holders thereof together
         with the Summary of Rights. Until the Distribution Date (or the earlier
         of the Redemption Date or the Final Expiration Date), the surrender for
         transfer of any certificate for Common Stock outstanding on the Record
         Date, with or without a copy of the Summary of Rights, shall also
         constitute the transfer of the Rights associated with the Common Stock
         represented thereby.

                  (c)      Certificates issued for Common Stock (including,
         without limitation, upon transfer of outstanding Common Stock,
         disposition of Common Stock out of treasury stock or issuance or
         reissuance of Common Stock out of authorized but unissued shares) 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 Cadence Design
Systems, Inc. and ChaseMellon Shareholder Services, L.L.C., dated as of February
1, 2000, as the same may be amended from time to time (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of Cadence Design Systems,
Inc. 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. Cadence Design Systems, Inc. will mail to the
holder of this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances, as set forth
in the

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Rights Agreement, Rights owned by or transferred to any Person who becomes an
Acquiring Person (as defined in the Rights Agreement) and certain transferees
thereof will become null and void and will no longer be transferable. With
respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Stock represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate, except as otherwise provided
herein, shall also constitute the transfer of the Rights associated with the
Common Stock represented thereby. In the event that the Company purchases or
otherwise acquires any Common Stock after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Stock shall be
deemed cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Stock which are no longer
outstanding.

         Notwithstanding this paragraph (c), the omission of a legend shall not
affect the enforceability of any part of this Agreement or the rights of any
holder of the Rights.

         Section 4.   Form of Right Certificates. The Right Certificates (and
the forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate which do not affect the duties and responsibilities of the Rights
Agent, 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 the New York Stock
Exchange or of any other stock exchange or automated quotation system on which
the Rights may from time to time be listed, or to conform to usage. Subject to
the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number of one one-thousandths of a
share of Preferred Stock as shall be set forth therein at the price per one
one-thousandth of a share of Preferred Stock set forth therein (the "Purchase
Price"), but the number of such one one-thousandths of a share of Preferred
Stock and the Purchase Price shall be subject to adjustment as provided herein.

         Section 5.   Countersignature and Registration. (a) The Right
Certificates shall be executed on behalf of the Company by the Chairman of the
Board of Directors, the President, any of the Vice Presidents, the Treasurer or
the Controller of the Company, either manually or by facsimile signature, shall
have affixed thereto the Company's seal or a facsimile thereof, and shall be
attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. The Right Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose unless
countersigned. In case any officer of the Company who shall have signed any of
the Right Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the 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 Agreement any such
Person was not such an officer.

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                  (b)      Following the Distribution Date, and receipt by the
         Rights Agent of written notice and a list of record holders of the
         Rights referred to in Section 3(a) hereof, the Rights Agent will keep
         or cause to be kept, at an office or agency designated pursuant to
         Section 26 hereof for such purpose, books for registration and transfer
         of the Right Certificates issued hereunder. Such books shall show the
         names and addresses of the respective holders of the Right
         Certificates, the number of Rights evidenced on its face by each of the
         Right Certificates and the date of each of the Right Certificates.

         Section 6.   Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)
Subject to the provisions of Sections 7(e), 11(a)(ii) and 14 hereof, at any time
after the Close of Business on the Distribution Date, and prior to the Close of
Business on the earlier of the Redemption Date or the Final Expiration Date, any
Right Certificate or Right Certificates 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-thousandths of a share of
Preferred Stock 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 office or agency of the Rights Agent designated for
such purpose. Thereupon the Rights Agent shall countersign and deliver to the
Person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates. The Rights
Agent shall not be required to process any transaction unless and until it
receives written evidence that all taxes and governmental charges have been paid
in full.

                  (b)      Subject to the provisions of Section 11(a)(ii)
         hereof, at any time after the Distribution Date and prior to the Close
         of Business on the earlier of the Redemption Date or the Final
         Expiration Date, upon receipt by the Company and the Rights Agent of
         evidence reasonably satisfactory to them of the loss, theft,
         destruction or mutilation of a Right Certificate, and, in case of loss,
         theft or destruction, of indemnity or security reasonably satisfactory
         to them, and, at the Company's request, reimbursement to the Company
         and the Rights Agent of all reasonable expenses incidental thereto, and
         upon surrender to the Rights Agent and cancellation of the Right
         Certificate if mutilated, the Company will make 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) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered holder of
any Right Certificate may, subject to Section 11(a)(ii) hereof and except as
otherwise provided herein, exercise the Rights evidenced thereby in whole or in
part 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 agency of the Rights Agent designated for such purpose, together with
payment of the Purchase Price for each one one-thousandth of a share of
Preferred Stock as to which the Rights are exercised, at any time which

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is both after the Distribution Date and prior to the earliest of (i) the
Close of Business on February 9, 2006 (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date") or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.

                  (b)      The Purchase Price shall be initially $240 for each
         one one-thousandth of a share of Preferred Stock purchasable upon the
         exercise of a Right. The Purchase Price and the number of one
         one-thousandths of a share of Preferred Stock or other securities or
         property to be acquired upon exercise of a Right shall be subject to
         adjustment from time to time as provided in Sections 11 and 13 hereof
         and shall be payable in lawful money of the United States of America in
         accordance with paragraph (c) of this Section 7.

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

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

                  (e)      Notwithstanding anything in this Agreement to the
         contrary, neither the Rights Agent nor the Company shall be obligated
         to undertake any action with respect to a registered holder of Rights
         upon the occurrence of any purported transfer or exercise of Rights
         pursuant to Section 6 hereof or this Section 7 unless such registered
         holder shall have (i) properly completed and signed the certificate
         contained in the form of assignment or election to purchase set forth
         on the reverse side of the Rights Certificate

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         surrendered for such transfer or exercise and (ii) provided such
         additional evidence of the identity of the Beneficial Owner (or
         former Beneficial Owner) thereof as the Company or the Rights Agents
         shall reasonably request.

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

         Section 9.   Availability of Shares of Preferred Stock. (a) The Company
covenants and agrees that it will cause to be reserved and kept available out of
its authorized and unissued shares of Preferred Stock or any shares of Preferred
Stock held in its treasury, the number of shares of Preferred Stock that will be
sufficient to permit the exercise in full of all outstanding Rights.

                  (b)      So long as the shares of Preferred Stock (and,
         following the time that a Person becomes an Acquiring Person, shares of
         Common Stock and other securities) issuable upon the exercise of Rights
         may be listed or admitted to trading on the New York Stock Exchange or
         listed on any other national securities exchange or quotation system,
         the Company shall use its best efforts to cause, from and after such
         time as the Rights become exercisable, all shares reserved for such
         issuance to be listed or admitted to trading on the New York Stock
         Exchange or listed on any other exchange or quotation system upon
         official notice of issuance upon such exercise.

                  (c)      From and after such time as the Rights become
         exercisable, the Company shall use its best efforts, if then necessary
         to permit the issuance of shares of Preferred Stock (and following the
         time that a Person first becomes an Acquiring Person, shares of Common
         Stock and other securities) upon the exercise of Rights, to register
         and qualify such shares of Preferred Stock (and following the time that
         a Person first becomes an Acquiring Person, shares of Common Stock and
         other securities) under the Securities Act and any applicable state
         securities or "Blue Sky" laws (to the extent exemptions therefrom are
         not available), cause such registration statement and qualifications to
         become effective as soon as possible after such filing and keep such
         registration and qualifications effective until the earlier of the date
         as of which the Rights are no longer exercisable for such securities
         and the Final Expiration Date. The Company may temporarily suspend, for
         a period of time not to exceed 90 days, the exercisability of the
         Rights in order to prepare and file a registration statement under the
         Securities Act and permit it to become effective. Upon any such
         suspension, the Company shall issue a public announcement stating that
         the exercisability of the Rights has been temporarily suspended, as
         well as a public announcement at such time as the suspension is no
         longer

<PAGE>

         in effect. Notwithstanding any provision of this Agreement to the
         contrary, the Rights shall not be exercisable in any jurisdiction
         unless the requisite qualification in such jurisdiction shall have
         been obtained and until a registration statement under the
         Securities Act (if required) shall have been declared effective.

                  (d)      The Company covenants and agrees that it will take
         all such action as may be necessary to ensure that all shares of
         Preferred Stock (and, following the time that a Person becomes an
         Acquiring Person, shares of Common Stock and other securities)
         delivered upon exercise of Rights shall, at the time of delivery of the
         certificates therefor (subject to payment of the Purchase Price), be
         duly and validly authorized and issued and fully paid and nonassessable
         shares.

                  (e)      The Company further covenants and agrees that it will
         pay when due and payable any and all taxes and governmental charges
         which may be payable in respect of the issuance or delivery of the
         Right Certificates or of any shares of Preferred Stock (or shares of
         Common Stock or other securities) upon the exercise of Rights. The
         Company shall not, however, be required to pay any 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 Stock (or shares of Common Stock
         or other securities) in a name other than that of, the registered
         holder of the Right Certificate evidencing Rights surrendered for
         exercise or to issue or deliver any certificates or depositary receipts
         for Preferred Stock (or shares of Common Stock or other securities)
         upon the exercise of any Rights until any such tax shall have been paid
         (any such tax being payable by that 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 Stock Record Date. Each Person in whose name
any certificate for Preferred Stock is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the shares of
Preferred Stock 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 taxes) was
made; provided, however, that if the date of such surrender and payment is a
date upon which the Preferred Stock transfer books of the Company are closed,
such Person shall be deemed to have become the record holder of such shares on,
and such certificate shall be dated, the next succeeding Business Day on which
the Preferred Stock transfer books of the Company are open. Prior to the
exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a holder of Preferred Stock for which the
Rights shall be exercisable, including, without limitation, the right to vote or
to receive dividends or other distributions, 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 of Shares and Number
of Rights. The Purchase Price, the number of shares of Preferred Stock or other
securities or property purchasable upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.

<PAGE>

                  (a)(i)   In the event the Company shall at any time after the
         date of this Agreement (A) declare a dividend on the Preferred Stock
         payable in shares of Preferred Stock, (B) subdivide the outstanding
         Preferred Stock, (C) combine the outstanding Preferred Stock into a
         smaller number of Preferred Stock or (D) issue any shares of its
         capital stock in a reclassification of the Preferred Stock (including
         any such reclassification in connection with a consolidation or merger
         in which the Company is the continuing or surviving corporation),
         except as otherwise provided in this Section 11(a), the 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 issuable on such
         date, shall be proportionately adjusted so that the holder of any Right
         exercised after such time shall be entitled to receive the aggregate
         number and kind of shares of capital stock which, if such Right had
         been exercised immediately prior to such date and at a time when the
         Preferred Stock transfer books of the Company were open, the 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. (ii) Subject to Section 24 of this Agreement and except as
         otherwise provided in this Section 11(a)(ii), in the event any Person
         becomes an Acquiring Person, each holder of a Right shall thereafter
         have the right to receive, upon exercise thereof at a price equal to
         the then current Purchase Price multiplied by the number of one
         one-thousandths of a share of Preferred Stock for which a Right is then
         exercisable, in accordance with the terms of this Agreement and in lieu
         of shares of Preferred Stock, such number of shares of Common Stock (or
         at the option of the Company, such number of one one- thousandths of
         shares of Preferred Stock) as shall equal the result obtained by (x)
         multiplying the then current Purchase Price by the number of one
         one-thousandths of a share of Preferred Stock 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 Stock (determined
         pursuant to Section 11(d) hereof) on the date of the occurrence of such
         event; provided, however, that the Purchase Price and the number of
         shares of Common Stock so receivable upon exercise of a Right shall
         thereafter be subject to further adjustment as appropriate in
         accordance with Section 11(f) hereof. Notwithstanding anything in this
         Agreement to the contrary, however, from and after the time (the
         "invalidation time") when any Person first becomes an Acquiring Person,
         any Rights that are beneficially owned by (x) any Acquiring Person (or
         any Affiliate or Associate of any Acquiring Person), (y) a transferee
         of any Acquiring Person (or any such Affiliate or Associate) who
         becomes a transferee after the invalidation time or (z) a transferee of
         any Acquiring Person (or any such Affiliate or Associate) who became a
         transferee prior to or concurrently with the invalidation time pursuant
         to either (I) a transfer from the Acquiring Person to holders of its
         equity securities or to any Person with whom it has any continuing
         agreement, arrangement or understanding regarding the transferred
         Rights or (II) a transfer which the Board of Directors has determined
         is part of an agreement, arrangement or understanding which has the
         purpose or effect of avoiding the provisions of this paragraph, and
         subsequent transferees of such Persons, shall be void without any
         further action and any holder of such Rights shall thereafter have no
         rights whatsoever with respect to such Rights under

<PAGE>

         any provision of this Agreement. The Company shall use all
         reasonable efforts to ensure that the provisions of this Section
         11(a)(ii) are complied with, but shall have no liability to any
         holder of Right Certificates or other Person as a result of its
         failure to make any determinations with respect to an Acquiring
         Person or its Affiliates, Associates or transferees hereunder. From
         and after the invalidation time, no Right Certificate shall be
         issued pursuant to Section 3 or Section 6 hereof that represents
         Rights that are or have become void pursuant to the provisions of
         this paragraph, and any Right Certificate delivered to the Rights
         Agent that represents Rights that are or have become void pursuant
         to the provisions of this paragraph shall be cancelled. From and
         after the occurrence of an event specified in Section 13(a) hereof,
         any Rights that theretofore have not been exercised pursuant to this
         Section 11(a)(ii) shall thereafter be exercisable only in accordance
         with Section 13 and not pursuant to this Section 11(a)(ii). (iii)
         The Company may at its option substitute for a share of Common Stock
         issuable upon the exercise of Rights in accordance with the
         foregoing subparagraph (ii) such number or fractions of shares of
         Preferred Stock having an aggregate current market value equal to
         the current per share market price of a share of Common Stock. In
         the event that there shall not be sufficient shares of Common Stock
         issued but not outstanding or authorized but unissued to permit the
         exercise in full of the Rights in accordance with the foregoing
         subparagraph (ii), the Board of Directors shall, to the extent
         permitted by applicable law and any material agreements then in
         effect to which the Company is a party (A) determine the excess of
         (1) the value of the shares of Common Stock issuable upon the
         exercise of a Right in accordance with the foregoing subparagraph
         (ii) (the "Current Value") over (2) the then current Purchase Price
         multiplied by the number of one one-thousandths of shares of
         Preferred Stock for which a Right was exercisable immediately prior
         to the time that the Acquiring Person became such (such excess, the
         "Spread"), and (B) with respect to each Right (other than Rights
         which have become void pursuant to Section 11(a)(ii)), make adequate
         provision to substitute for the shares of Common Stock issuable in
         accordance with subparagraph (ii) upon exercise of the Right and
         payment of the applicable Purchase Price, (1) cash, (2) a reduction
         in the Purchase Price, (3) shares of Preferred Stock or other equity
         securities of the Company (including, without limitation, shares or
         fractions of shares of preferred stock which, by virtue of having
         dividend, voting and liquidation rights substantially comparable to
         those of the shares of Common Stock, are deemed in good faith by the
         Board of Directors to have substantially the same value as the
         shares of Common Stock (such shares of Preferred Stock and shares or
         fractions of shares of preferred stock are hereinafter referred to
         as "Common Stock equivalents"), (4) debt securities of the Company,
         (5) other assets, or (6) any combination of the foregoing, having a
         value which, when added to the value of the shares of Common Stock
         actually issued upon exercise of such Right, shall have an aggregate
         value equal to the Current Value (less the amount of any reduction
         in the Purchase Price), where such aggregate value has been
         determined by the Board of Directors upon the advice of a nationally
         recognized investment banking firm selected in good faith by the
         Board of Directors; provided, however, if the Company shall not make
         adequate provision to deliver value pursuant to clause (B) above
         within thirty (30) days following the date that the Acquiring Person
         became such (the "Section 11(a)(ii) Trigger Date"), then the Company
         shall be obligated to deliver, to the extent permitted by applicable
         law and any material agreements then in effect to which the Company
         is a party, upon the

<PAGE>

         surrender for exercise of a Right and without requiring payment of
         the Purchase Price, shares of Common Stock (to the extent
         available), and then, if necessary, such number or fractions of
         shares of Preferred Stock (to the extent available) and then, if
         necessary, cash, which shares and/or cash have an aggregate value
         equal to the Spread. If, upon the date any Person becomes an
         Acquiring Person, the Board of Directors shall determine in good
         faith that it is likely that sufficient additional shares of Common
         Stock could be authorized for issuance upon exercise in full of the
         Rights, then, if the Board of Directors so elects, the thirty (30)
         day period set forth above may be extended to the extent necessary,
         but not more than ninety (90) days after the Section 11(a)(ii)
         Trigger Date, in order that the Company may seek stockholder
         approval for the authorization of such additional shares (such
         thirty (30) day period, as it may be extended, is herein called the
         "Substitution Period"). To the extent that the Company determines
         that some action need be taken pursuant to the second and/or third
         sentence of this Section 11(a)(iii), the Company (x) shall provide,
         subject to Section 11(a)(ii) hereof and the last sentence of this
         Section 11(a)(iii) hereof, that such action shall apply uniformly to
         all outstanding Rights and (y) may suspend the exercisability of the
         Rights until the expiration of the Substitution Period in order to
         seek any authorization of additional shares and/or to decide the
         appropriate form of distribution to be made pursuant to such second
         sentence and to determine the value thereof. In the event of any
         such suspension, the Company shall issue a public announcement
         stating that the exercisability of the Rights has been temporarily
         suspended, as well as a public announcement at such time as the
         suspension is no longer in effect. For purposes of this Section
         11(a)(iii), the value of the shares of Common Stock shall be the
         current per share market price (as determined pursuant to Section
         11(d)(i)) on the Section 11(a)(ii) Trigger Date and the per share or
         fractional value of any "Common Stock equivalent" shall be deemed to
         equal the current per share market price of the Common Stock. The
         Board of Directors of the Company may, but shall not be required to,
         establish procedures to allocate the right to receive shares of
         Common Stock upon the exercise of the Rights among holders of Rights
         pursuant to this Section 11(a)(iii).

                  (b)      In case the Company shall fix a record date for the
         issuance of rights, options or warrants to all holders of Preferred
         Stock entitling them (for a period expiring within 45 calendar days
         after such record date) to subscribe for or purchase Preferred Stock
         (or shares having the same rights, privileges and preferences as the
         Preferred Stock ("equivalent preferred shares")) or securities
         convertible into Preferred Stock or equivalent preferred shares at a
         price per share of Preferred Stock or equivalent preferred shares (or
         having a conversion price per share, if a security convertible into
         shares of Preferred Stock or equivalent preferred shares) less than the
         then current per share market price of the Preferred Stock (determined
         pursuant to Section 11(d) hereof) 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 shares of Preferred Stock and equivalent preferred shares
         outstanding on such record date plus the number of shares of Preferred
         Stock and equivalent preferred shares which the aggregate offering
         price of the total number of shares of Preferred Stock and/or
         equivalent preferred shares so to be offered (and/or the aggregate
         initial conversion price of the convertible securities so to be
         offered) would purchase at such current market price, and the
         denominator of which shall

<PAGE>

         be the number of shares of Preferred Stock and equivalent preferred
         shares outstanding on such record date plus the number of additional
         shares of Preferred Stock and/or equivalent preferred shares to be
         offered for subscription or purchase (or into which the convertible
         securities so to be offered are initially convertible); provided,
         however, that in no event shall the consideration to be paid upon
         the exercise of one Right be less than the aggregate par value of
         the shares of capital stock of the Company issuable upon exercise of
         one Right. In case such subscription price may be paid in a
         consideration part or all of which shall be in a form other than
         cash, the value of such consideration shall be as determined in good
         faith by the Board of Directors of the Company, whose determination
         shall be described in a statement filed with the Rights Agent.
         Shares of Preferred Stock and equivalent preferred shares owned by
         or held for the account of the Company shall not be deemed
         outstanding for the purpose of any such computation. Such adjustment
         shall be made successively whenever such a record date is fixed; and
         in the event that such rights, options or warrants are not so
         issued, the Purchase Price shall be adjusted to be the Purchase
         Price which would then be in effect if such record date had not been
         fixed.

                  (c)      In case the Company shall fix a record date for the
         making of a distribution to all holders of the Preferred Stock
         (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 Stock) or subscription rights or warrants (excluding those
         referred to in Section 11(b) hereof), the Purchase Price to be in
         effect after such record date shall be determined by multiplying the
         Purchase Price in effect immediately prior to such record date by a
         fraction, the numerator of which shall be the then current per share
         market price of the Preferred Stock (determined pursuant to Section
         11(d) hereof) 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 share of Preferred Stock, and the denominator of which shall be
         such current per share market price (determined pursuant to Section
         11(d) hereof) of the Preferred Stock; provided, however, that in no
         event shall the consideration to be paid upon the exercise of one Right
         be less than the aggregate par value of the shares of capital stock of
         the Company to be issued upon exercise of one Right. Such adjustments
         shall be made successively whenever such a record date is fixed; and in
         the event that such distribution is not so made, the 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)  Except as otherwise provided herein, 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 (as such term is hereinafter defined) 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

<PAGE>

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

                           (ii)     For the purpose of any computation
         hereunder, if the Preferred Stock is publicly traded, the "current per
         share market price" of the Preferred Stock shall be determined in
         accordance with the method set forth in Section 11(d)(i). If the
         Preferred Stock is not publicly traded but the Common Stock is publicly
         traded, the "current per share market price" of the Preferred Stock
         shall be conclusively deemed to be the current per share market price
         of the Common Stock as determined pursuant to Section 11(d)(i)
         multiplied by one thousand (appropriately adjusted to reflect any stock
         split, stock dividend or similar transaction occurring after the date
         hereof). If neither the Common Stock nor the Preferred Stock is
         publicly traded, "current per share market price" 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 ten-thousandth of a share of Preferred Stock
         or share of Common Stock or 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.

<PAGE>

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

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

                  (h)      Unless the Company shall have exercised its election
         as provided in Section 11(i), upon each adjustment of the Purchase
         Price as a result of the calculations made in Sections 11(b) and (c),
         each Right outstanding immediately prior to the making of such
         adjustment shall thereafter evidence the right to purchase, at the
         adjusted Purchase Price, that number of one one-thousandths of a share
         of Preferred Stock (calculated to the nearest one ten-thousandth of a
         share of Preferred Stock) obtained by (i) multiplying (x) the number of
         one one-thousandths of a share covered by a Right immediately prior to
         such 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-thousandths of
         a share of Preferred Stock purchasable upon the exercise of a Right.
         Each of the Rights outstanding after such adjustment of the number of
         Rights shall be exercisable for the number of one one-thousandths of a
         share of Preferred Stock for which a Right was exercisable immediately
         prior to such adjustment. Each Right held of record prior to such
         adjustment of the number of Rights shall become that number of Rights
         (calculated to the nearest one 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 and provide
         a copy of such public announcement to the Rights Agent, indicating the
         record date for the adjustment, and, if known at the time, the amount
         of the adjustment to be made. This record date may be the date on which
         the Purchase Price is adjusted or any day thereafter, but, if the Right
         Certificates have been issued, shall be at least 10 days later than the
         date of the public announcement. If Right Certificates have been
         issued, upon each adjustment of the number of Rights pursuant to this
         Section 11(i), the Company may, as promptly as practicable, cause to be
         distributed to holders of record of Right Certificates on such record
         date Right Certificates evidencing, subject to Section 14 hereof, the
         additional Rights to which such holders shall be entitled as a result
         of such

<PAGE>

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

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

                  (k)      Before taking any action that would cause an
         adjustment reducing the Purchase Price below the then par value, if
         any, of the Preferred Stock or other shares of capital stock issuable
         upon exercise of the Rights, the Company shall take any corporate
         action which may, in the opinion of its counsel, be necessary in order
         that the Company may validly and legally issue fully paid and
         nonassessable shares of Preferred Stock or other such 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 Stock and other
         capital stock or securities of the Company, if any, issuable upon such
         exercise over and above the Preferred Stock 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. The Company shall notify the Rights Agent in
         writing of any adjustment in the Purchase Price and/or its election of
         deferment.

                  (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 it in its sole
         discretion shall determine to be advisable in order that any
         consolidation or subdivision of the Preferred Stock, issuance wholly
         for cash of any shares of Preferred Stock at less than the current
         market price, issuance wholly for cash or Preferred Stock or securities
         which by their terms are convertible into or exchangeable for Preferred
         Stock, dividends on Preferred Stock payable in shares of Preferred
         Stock or issuance of rights, options or warrants referred to
         hereinabove in Section 11(b), hereafter made by the Company to holders
         of its Preferred Stock shall not be taxable to such stockholders.

<PAGE>

                  (n)      Anything in this Agreement to the contrary
         notwithstanding, in the event that at any time after the date of this
         Agreement and prior to the Distribution Date, the Company shall (i)
         declare or pay any dividend on the Common Stock payable in Common Stock
         or (ii) effect a subdivision, combination or consolidation of the
         Common Stock (by reclassification or otherwise than by payment of a
         dividend payable in Common Stock) into a greater or lesser number of
         Common Stock, then in any such case, the number of Rights associated
         with each share of Common Stock then outstanding, or issued or
         delivered thereafter, shall be proportionately adjusted so that the
         number of Rights thereafter associated with each share of Common Stock
         following any such event shall equal the result obtained by multiplying
         the number of Rights associated with each share of Common Stock
         immediately prior to such event by a fraction the numerator of which
         shall be the total number of shares of Common Stock outstanding
         immediately prior to the occurrence of the event and the denominator of
         which shall be the total number of shares of Common Stock outstanding
         immediately following the occurrence of such event.

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

         Section 12.   Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief, reasonably detailed statement of the facts,
computations and methodology of accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Common Stock or the
Preferred Stock a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate in accordance with Section 25 hereof (if
so required under Section 25 hereof). The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of any such adjustment unless and until it
shall have received such certificate.

         Section 13.   Consolidation, Merger or Sale or Transfer of Assets or
Earnings Power. (a) In the event, directly or indirectly, at any time after any
Person has become an Acquiring Person, (i) the Company shall merge with and into
any other Person, (ii) any Person shall consolidate with the Company, or any
Person shall merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Stock shall be changed into or exchanged for
stock or other securities of any other Person (or of the Company) or cash or any
other property, or (iii) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall 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 upon the first occurrence of such event, proper provision
shall be made so that: (A) each holder of record of a Right (other than Rights
which have become void pursuant to Section 11(a)(ii)) shall thereafter have the
right to receive, upon the exercise thereof at a price equal to

<PAGE>

the then current Purchase Price multiplied by the number of one
one-thousandths of a share of Preferred Stock for which a Right was
exercisable (whether or not such Right was then exercisable) immediately
prior to the time that any Person first became an Acquiring Person (each as
subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c),
11(h), 11(i) and 11(m)), in accordance with the terms of this Agreement and
in lieu of Preferred Stock, such number of validly issued, fully paid and
non-assessable and freely tradeable shares of Common Stock of the Principal
Party (as defined herein) not subject to any liens, encumbrances, rights of
first refusal or other adverse claims, as shall be equal to the result
obtained by (1) multiplying the then current Purchase Price by the number of
one one-thousandths of a share of Preferred Stock for which a Right was
exercisable immediately prior to the time that any Person first became an
Acquiring Person (as subsequently adjusted thereafter pursuant to Sections
11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)) and (2) dividing that product
by 50% of the then current per share market price of the Common Stock of such
Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date
of consummation of such consolidation, merger, sale or transfer; provided
that the Purchase Price and the number of shares of Common Stock of such
Principal Party issuable upon exercise of each Right shall be further
adjusted as provided in Section 11(f) of this Agreement to reflect any events
occurring in respect of such Principal Party after the date of the such
consolidation, merger, sale or transfer; (B) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
merger, sale or transfer, all the obligations and duties of the Company
pursuant to this Agreement; (C) the term "Company" shall thereafter be deemed
to refer to such Principal Party; and (D) such Principal Party shall take
such steps (including, but not limited to, the reservation of a sufficient
number of its shares of Common Stock in accordance with Section 9 hereof) in
connection with such consummation of any such transaction as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to the shares of its Common Stock
thereafter deliverable upon the exercise of the Rights; provided that, upon
the subsequent occurrence of any consolidation, merger, sale or transfer of
assets or other extraordinary transaction in respect of such Principal Party,
each holder of a Right shall thereupon be entitled to receive, upon exercise
of a Right and payment of the Purchase Price as provided in this Section
13(a), such cash, shares, rights, warrants and other property which such
holder would have been entitled to receive had such holder, at the time of
such transaction, owned the Common Stock of the Principal Party receivable
upon the exercise of a Right pursuant to this Section 13(a), and such
Principal Party shall take such steps (including, but not limited to,
reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash,
shares, rights, warrants and other property.

                  (b)      "Principal Party" shall mean (i) in the case of any
         transaction described in (i) or (ii) of the first sentence of Section
         13(a) hereof: (A) the Person that is the issuer of the securities into
         which the shares of Common Stock are converted in such merger or
         consolidation, or, if there is more than one such issuer, the issuer
         the shares of Common Stock of which have the greatest aggregate market
         value of shares outstanding, or (B) if no securities are so issued, (x)
         the Person that is the other party to the merger, if such Person
         survives said merger, or, if there is more than one such Person, the
         Person the shares of Common Stock of which have the greatest aggregate
         market value of shares outstanding or (y) if the Person that is the
         other party to the merger does not survive the

<PAGE>

         merger, the Person that does survive the merger (including the Company
         if it survives) or (z) the Person resulting from the consolidation; and

                           (ii)     in the case of any transaction described in
                  (iii) of the first sentence in Section 13(a) hereof, the
                  Person that is the party receiving the greatest portion of the
                  assets or earning power transferred pursuant to such
                  transaction or transactions, or, if each Person that is a
                  party to such transaction or transactions receives the same
                  portion of the assets or earning power so transferred or if
                  the Person receiving the greatest portion of the assets or
                  earning power cannot be determined, whichever of such Persons
                  as is the issuer of Common Stock having the greatest aggregate
                  market value of shares outstanding; provided, however, that in
                  any such case described in the foregoing clause (b)(i) or
                  (b)(ii), if the Common Stock of such Person is not at such
                  time or has not been continuously over the preceding 12-month
                  period registered under Section 12 of the Exchange Act, then
                  (1) if such Person is a direct or indirect Subsidiary of
                  another Person the Common Stock of which is and has been so
                  registered, the term "Principal Party" shall refer to such
                  other Person, or (2) if such Person is a Subsidiary, directly
                  or indirectly, of more than one Person, the Common Stock of
                  all of which is and has been so registered, the term
                  "Principal Party" shall refer to whichever of such Persons is
                  the issuer of Common Stock having the greatest aggregate
                  market value of shares outstanding, or (3) if such Person is
                  owned, directly or indirectly, by a joint venture formed by
                  two or more Persons that are not owned, directly or
                  indirectly, by the same Person, the rules set forth in clauses
                  (1) and (2) above shall apply to each of the owners having an
                  interest in the venture as if the Person owned by the joint
                  venture was a Subsidiary of both or all of such joint
                  venturers, and the Principal Party in each such case shall
                  bear the obligations set forth in this Section 13 in the same
                  ratio as its interest in such Person bears to the total of
                  such interests.

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

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

<PAGE>

                           (ii)     use its best efforts, if the Common Stock of
                  the Principal Party shall be listed or admitted to trading on
                  the New York Stock Exchange or on a national securities
                  exchange, to list or admit to trading (or continue the listing
                  of) the Rights and the securities purchasable upon exercise of
                  the Rights on the New York Stock Exchange or such securities
                  exchange, or, if the Common Stock of the Principal Party shall
                  not be listed or admitted to trading on the New York Stock
                  Exchange or a national securities exchange, to cause the
                  Rights and the securities receivable upon exercise of the
                  Rights to be reported by such other system then in use;

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

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

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

                  (e)      The Company covenants and agrees that it shall not,
         at any time after a Person first becomes an Acquiring Person, enter
         into any transaction of the type contemplated by (i) - (iii) of Section
         13(a) hereof if (x) at the time of or immediately after such
         consolidation, merger, sale, transfer or other transaction 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, (y) prior
         to, simultaneously with or immediately after such consolidation,
         merger, sale, transfer of other transaction, the stockholders of the
         Person who constitutes, or would constitute, the Principal Party for
         purposes of Section 13(a) hereof shall have received a distribution of
         Rights previously owned by such Person or any of its Affiliates

<PAGE>

         or Associates or (z) the form or nature of organization of the
         Principal Party would preclude or limit the exercisability of the
         Rights.

         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 prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price for any day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Rights
are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in use
or, if on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors of
the Company. If on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined in good faith by
the Board of Directors of the Company shall be used.

                  (b)      The Company shall not be required to issue fractions
         of Preferred Stock (other than fractions which are integral multiples
         of one one-thousandth of a share of Preferred Stock) upon exercise of
         the Rights or to distribute certificates which evidence fractional
         shares of Preferred Stock (other than fractions which are integral
         multiples of one one-thousandth of a share of Preferred Stock).
         Interests in fractions of Preferred Stock in integral multiples of one
         one-thousandth of a share of Preferred Stock may, at the election of
         the Company, be evidenced by depositary receipts, pursuant to an
         appropriate agreement between the Company and a depositary selected by
         it; provided, that such agreement shall provide that the holders of
         such depositary receipts shall have all the rights, privileges and
         preferences to which they are entitled as beneficial owners of the
         Preferred Stock represented by such depositary receipts. In lieu of
         fractional shares of Preferred Stock that are not integral multiples of
         one one-thousandth of a share of Preferred Stock, 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 share of Preferred Stock.
         For the purposes of this Section 14(b), the current market value of a
         share of Preferred Stock shall be the closing price of a share of
         Preferred Stock (as determined pursuant to Section 11(d)(i) hereof) for
         the Trading Day immediately prior to the date of such exercise.

<PAGE>

                  (c)      The holder of a Right by the acceptance of the Right
         expressly waives his right to receive any fractional Rights or any
         fractional shares upon exercise 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 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Stock), on his own behalf and for his own
benefit, may enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Right Certificate (or, prior to
the Distribution Date, such Common Stock) 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 Stock;

                  (b)      after the Distribution Date, the Right Certificates
         are transferable only on the registry books of the Rights Agent if
         surrendered at the office or agency of the Rights Agent designated for
         such purpose, 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 Common Stock certificate) is registered as the
         absolute owner thereof and of the Rights evidenced thereby
         (notwithstanding any notations of ownership or writing on the Right
         Certificates or the Common Stock certificate made by anyone other than
         the Company or the Rights Agent) for all purposes whatsoever, and
         neither the Company nor the Rights Agent shall be affected by any
         notice to the contrary.

         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 Stock 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

<PAGE>

withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in this Agreement),
or to receive dividends or subscription rights, or otherwise, until the
Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

         Section 18.   Concerning the Rights Agent. (a) The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
preparation, delivery, amendment, and execution of this Agreement and the
exercise and performance of its duties hereunder. The Company also agrees to
indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or
expense, incurred without gross negligence, bad faith or willful misconduct on
the part of the Rights Agent, for any action taken, suffered or omitted by the
Rights Agent in connection with the execution, acceptance and administration of
this Agreement and the exercise and performance hereunder of its duties,
including without limitation the costs and expenses of defending against any
claim of liability arising therefrom, directly or indirectly. The indemnity
provided herein shall survive termination of this Agreement and the termination
and expiration of the Rights. The costs and expenses incurred in enforcing this
right of indemnification shall be paid by the Company. Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent
has been advised of the possibility of such loss or damage, any liability of the
Rights Agent under this Agreement will be limited to the amount of fees paid by
the Company to the Rights Agent hereunder.

                  (b)      The Rights Agent shall be authorized and protected
         and shall incur no liability for, or in respect of any action taken,
         suffered or omitted by it in connection with, it's the acceptance and
         administration of this Agreement in reliance upon any Right Certificate
         or certificate for the Preferred Stock or Common Stock or for other
         securities of the Company, instrument of assignment or transfer, power
         of attorney, endorsement, affidavit, letter, notice, direction,
         consent, certificate, statement, or other paper or document believed by
         it to be genuine and to be signed, executed and, where necessary,
         verified or acknowledged, by the proper Person or Persons, or otherwise
         upon the advice of counsel as set forth in Section 20 hereof. The
         Rights Agent shall be fully protected in relying on any such
         certificate and on any adjustment therein contained. The Rights Agent
         shall not be deemed to have any duty or notice unless and until the
         Company has provided the Rights Agent with written consent.

         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 powers of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof.

<PAGE>

                  (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 expressly 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 and the Rights Agent shall incur no liability for or in respect
         of any action taken, suffered or omitted by it in good faith and in
         accordance with such opinion.

                  (b)      Whenever in the performance of its duties under this
         Agreement the Rights Agent shall deem it necessary or desirable that
         any fact or matter be proved or established by the Company prior to
         taking or suffering any action hereunder, such fact or matter (unless
         other evidence in respect thereof be herein specifically prescribed)
         may be deemed to be conclusively proved and established by a
         certificate signed by any one of the Chairman of the Board of
         Directors, the President, any Vice President, the Treasurer, the
         Controller or the Secretary of the Company and delivered to the Rights
         Agent; and such certificate shall be full authorization and protection
         to the Rights Agent and the Rights Agent shall incur no liability for
         or in respect of any action taken, suffered or omitted in good faith by
         it under the provisions of this Agreement in reliance upon such
         certificate.

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

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

                  (e)      The Rights Agent shall not be under any
         responsibility in respect of the validity of this Agreement or the
         execution and delivery hereof (except the due execution hereof by the
         Rights Agent) or in respect of the validity or execution of any Right
         Certificate (except its countersignature thereof); nor shall it be
         responsible for any breach by the Company of any covenant or condition
         contained in this Agreement or in any Right Certificate; nor shall it
         be responsible for any change in the exercisability of the Rights
         (including the Rights becoming void pursuant to Section 11(a)(ii)
         hereof) or any

<PAGE>

         adjustment in the terms of the Rights (including the manner, method
         or amount thereof) provided for in Sections 3, 11, 13, 23 and 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 a
         certificate furnished pursuant to Section 12, describing such change
         or adjustment); nor shall it by any act hereunder be deemed to make
         any representation or warranty as to the authorization or
         reservation of any shares of Preferred Stock or other securities to
         be issued pursuant to this Agreement or any Right Certificate or as
         to whether any shares of Preferred Stock or other securities will,
         when issued, be validly authorized and issued, fully paid and
         nonassessable.

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

                  (g)      The Rights Agent is hereby authorized and directed to
         accept instructions with respect to the performance of its duties
         hereunder from any person reasonably believed by the Rights Agent to be
         one of the Chairman of the Board of Directors, the President, the Chief
         Financial Officer or the Secretary of the Company, and to apply to such
         officers for advice or instructions in connection with its duties, and
         such instructions shall be full authorization and protection to the
         Rights Agent and the Rights Agent shall incur no liability for or in
         respect of any action taken, suffered or omitted by it in good faith in
         accordance with written instructions of any such officer or for any
         delay in acting while waiting for those instructions. The Rights Agent
         may conclusively rely on the most recent instructions given by any such
         officer. Any application by the Rights Agent for written instructions
         from the Company may, at the option of the Rights Agent, set forth in
         writing any action proposed to be taken, suffered or omitted by the
         Rights Agent under this Agreement and the date on and/or after which
         such action shall be taken or such omission shall be effective. The
         Rights Agent shall not be liable for any action taken, suffered or
         omitted by the Rights Agent in accordance with a proposal included in
         any such application on or after the date specified in such application
         (which date shall not be less than five Business Days after the date
         any officer of the Company actually receives such application, unless
         any such officer shall have consented in writing to an earlier date)
         unless, prior to taking any such action (or the effective date in the
         case of an omission), the Rights Agent shall have received written
         instructions in response to such application specifying the action to
         be taken, suffered or omitted.

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

<PAGE>

                  (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, absent gross negligence, bad faith or willful misconduct in
         the selection and continued employment thereof.

                  (j)      If, with respect to any Rights Certificate
         surrendered to the Rights Agent for exercise or transfer, the
         certificate contained in the form of assignment or the form of election
         to purchase set forth on the reverse thereof, as the case may be, has
         not been completed to certify the holder is not an Acquiring Person (or
         an Affiliate or Associate thereof), a Rights Agent shall not take any
         further action with respect to such requested exercise or transfer
         without first consulting with the Company.

         Section 21.   Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Stock or Preferred Stock by registered or certified mail, and,
following the Distribution Date, to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock or Preferred Stock by registered or certified mail, and, following
the Distribution Date, to the holders of the Right Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the registered holder of
any Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a Person organized and doing
business under the laws of the United States or any State thereof, which is
subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock or Preferred Stock, and, following the Distribution Date, mail
a notice thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be. 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

<PAGE>

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.

         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 forms 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 Stock following the Distribution
Date and prior to the earlier of the Redemption Date and the Final Expiration
Date, the Company may with respect to shares of Common Stock so issued or sold
pursuant to (i) the exercise of stock options, (ii) under any employee plan or
arrangement, (iii) upon the exercise, conversion or exchange of securities notes
or debentures issued by the Company or (iv) a contractual obligation of the
Company in each case existing prior to the Distribution Date, issue Rights
Certificates representing the appropriate number of Rights in connection with
such issuance or sale.

         Section 23.   Redemption. (a) The Board of Directors of the Company
may, at any time prior to such time as any Person first becomes an Acquiring
Person, redeem all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(the redemption price being hereinafter referred to as the "Redemption Price").
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish.

                  (b)      Immediately upon the action of the Board of Directors
         ordering the redemption of the Rights pursuant to paragraph (a) of this
         Section 23 (or at such later time as the Board of Directors may
         establish for the effectiveness of such redemption), and without any
         further action and without any notice, the right to exercise the Rights
         will terminate and the only right thereafter of the holders of Rights
         shall be to receive the Redemption Price. The Company shall promptly
         give public notice of any such redemption; provided, however, that the
         failure to give, or any defect in, any such notice shall not affect the
         validity of such redemption. Within 10 days after such action of the
         Board of Directors ordering the redemption of the Rights (or such later
         time as the Board of Directors may establish for the effectiveness of
         such redemption), the Company shall mail a notice of redemption to all
         the holders of the then outstanding Rights at their last addresses as
         they appear upon the registry books of the Rights Agent or, prior to
         the Distribution Date, on the registry books of the transfer agent for
         the Common Stock. 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 shall state the method by which
         the payment of the Redemption Price will be made.

<PAGE>

         Section 24.   Exchange. (a) The Board of Directors of the Company may,
at its option, at any time after any Person first becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become null and void pursuant to the provisions of
Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one
share of Common Stock per Right, (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 (1)
any Person (other than an Exempt Person), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of shares of Common
Stock aggregating 50% or more of the shares of Common Stock then outstanding or
(2) the occurrence of an event specified in Section 13(a) hereof.

                  (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 the holders of such Rights shall be to
         receive that number of shares of Common Stock equal to the number of
         such Rights held by such holder multiplied by the Exchange Ratio. The
         Company shall promptly give 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
         shall promptly mail a notice of any such exchange to all of the holders
         of the Rights so exchanged at their last addresses as they appear upon
         the registry books of the Rights Agent and to 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 shares
         of Common Stock for Rights will be effected and, in the event of any
         partial exchange, the number of Rights which will be exchanged. Any
         partial exchange shall be effected pro rata based on the number of
         Rights (other than Rights which have become void pursuant to the
         provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

                  (c)      In the event that there shall not be sufficient
         shares of Common Stock issued but not outstanding or authorized but
         unissued to permit any exchange of Rights as contemplated in accordance
         with this Section 24, the Company may, in its discretion, take such
         action as may be necessary to authorize additional shares of Common
         Stock for issuance upon exchange of the Rights. In the event that the
         Company shall determine not to take such action or shall, after good
         faith effort, be unable to take such action as may be necessary to
         authorize such additional shares of Common Stock, the Company shall
         substitute, to the extent of such insufficiency, for each share of
         Common Stock that would otherwise be issuable upon exchange of a Right,
         a number of shares of Preferred Stock or fractions thereof (or
         equivalent preferred shares as such term is defined in Section 11(b))
         having an aggregate current per share market price (determined pursuant
         to Section 11(d) hereof) equal to the current per share market price of
         one share of Common Stock (determined pursuant to Section 11(d) hereof)
         as of the date of issuance of such shares of Preferred Stock or
         fractions thereof (or equivalent preferred shares).

                  (d)      The Company shall not, in connection with any
         exchange pursuant to this Section 24, be required to issue fractions of
         shares of Common Stock or to distribute

<PAGE>

         certificates which evidence fractional shares of Common Stock. In
         lieu of such fractional shares of Common Stock, the Company shall
         pay to the registered holders of the Right Certificates with regard
         to which such fractional shares of Common Stock would otherwise be
         issuable an amount in cash equal to the same fraction of the current
         market value of a whole share of Common Stock. For the purposes of
         this paragraph (d), the current market value of a whole share of
         Common Stock shall be the closing price of a share of Common Stock
         (as determined pursuant to the second sentence of Section 11(d)(i)
         hereof) for the Trading Day immediately prior to the date of
         exchange pursuant to this Section 24.

         Section 25.   Notice of Certain Events. (a) In case the Company shall
at any time after the earlier of the Distribution Date or the Stock Acquisition
Date propose (i) to pay any dividend payable in stock of any class to the
holders of its Preferred Stock or to make any other distribution to the holders
of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to
offer to the holders of its Preferred Stock rights or warrants to subscribe for
or to purchase any additional shares of Preferred Stock or shares of stock of
any class or any other securities, rights or options, (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification involving
only the subdivision of outstanding Preferred Stock), (iv) to effect the
liquidation, dissolution or winding up of the Company, or (v) to declare or pay
any dividend on the Common Stock payable in Common Stock or to effect a
subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock),
then, in each such case, the Company shall give to the Rights Agent and to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
such proposed action, which shall specify the record date for the purposes of
such stock dividend, or distribution of rights or warrants, or the date on which
such liquidation, dissolution or winding up is to take place and the date of
participation therein by the holders of the Common Stock and/or Preferred Stock,
if any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (i) or (ii) above at least 10 days prior to the
record date for determining holders of the Preferred Stock for purposes of such
action, and in the case of any such other action, at least 10 days prior to the
date of the taking of such proposed action or the date of participation therein
by the holders of the Common Stock and/or Preferred Stock, whichever shall be
the earlier.

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

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

                  Cadence Design Systems, Inc.
                  555 River Oaks Parkway

<PAGE>

                  San Jose, California 95134
                  Attention: Corporate Secretary

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

                  ChaseMellon Shareholder Services, L.L.C.
                  235 Montgomery Street, 23rd Floor
                  San Francisco, CA 94104
                  Tel: 415-743-1429
                  Attention: Daniel W. Spengel, Asst. Vice President

         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. Except as provided in the
penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of this
Agreement in any respect without the approval of any holders of the Rights. At
any time when the Rights are no longer redeemable, except as provided in the
penultimate sentence of this Section 27, the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order to (i) cure any
ambiguity, (ii) correct or supplement any provision contained herein which may
be defective or inconsistent with any other provisions herein, (iii) shorten or
lengthen any time period hereunder, or (iv) change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable;
provided that no such supplement or amendment shall adversely affect the
interests of the holders of Rights as such (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person), and no such amendment may cause
the rights again to become redeemable or cause the Agreement again to become
amendable other than in accordance with this sentence. Notwithstanding anything
contained in this Agreement to the contrary, no supplement or amendment shall be
made which changes the Redemption Price. Anything to the contrary
notwithstanding the Rights Agent cannot be required to change or increase its
duties and obligations hereunder unless expressly consented to in writing by the
Rights Agent. Upon the delivery of a certificate from an appropriate officer of
the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment.

         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.

<PAGE>

         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 Stock) 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 Stock).

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

         Section 31.   Governing Law. 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 hereof.


<PAGE>




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

Attest:  CADENCE DESIGN SYSTEMS, INC.

By                                      By

Name:                                   Name:
Title:                                  Title:

Attest:  CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

By                                      By

Name:                                   Name:
Title:                                  Title:

<PAGE>


                                      FORM

                                       OF

                                     AMENDED

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                          CADENCE DESIGN SYSTEMS, INC.

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

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

         Cadence Design Systems, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Company"), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Company as required by Section 151 of the
General Corporation Law of the State of Delaware at a meeting duly called and
held on February 9, 1996:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company (hereinafter called the "Board of Directors"
or the "Board") in accordance with the provisions of the Company's Certificate
of Incorporation, (hereinafter called the "Certificate of Incorporation"), the
Board of Directors on May 26, 1989 adopted a resolution creating a series of
shares of Preferred Stock, $.01 par value, designated as Series A Junior
Participating Preferred Stock and filed such designation with the Secretary of
State of Delaware on June 8, 1989, no shares of which have been issued as of
February 9, 1996; and the Board of Directors on February 9, 1996 adopted the
following resolution to amend and restate the terms of such Preferred Stock; and
be it further

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of the Delaware
General Corporation Law and the Certificate of Incorporation, the Series A
Junior Participating Preferred Stock of the Corporation heretofore created be,
and that the designation thereof and the powers, designations, preferences and
relative, participating, optional or other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof are hereby
amended and restated as follows:

<PAGE>

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 400,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company convertible
into Series A Preferred Stock.

         Section 2.  Dividends and Distributions.

         (A)      Subject to the rights of the holders of any shares of any
series of Preferred Stock of the Company (the "Preferred Stock") (or any similar
stock) ranking prior and superior to the Series A Preferred Stock with respect
to dividends, the holders of shares of Series A Preferred Stock, in preference
to the holders of Common Stock, par value $.01 per share of the Company (the
"Common Stock") and of any other stock of the Company ranking junior to the
Series A Preferred Stock, shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of January, April, July, and
October in each year (each such date being referred to herein as a "Dividend
Payment Date"), commencing on the first Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or
(b) subject to the provision for adjustment hereinafter set forth, 1000 times
the aggregate per share amount of all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock, declared
on the Common Stock since the immediately preceding Dividend Payment Date or,
with respect to the first Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Company shall at any time after February 9, 1996, declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

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

                                      2

<PAGE>

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

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

         (A)      Subject to the provision for adjustment hereinafter set forth
and except as otherwise provided in the Certificate of Incorporation or required
by law, each share of Series A Preferred Stock shall entitle the holder thereof
to 1000 votes on all matters upon which the holders of the Common Stock of the
Company are entitled to vote. In the event the Company shall at any time after
February 9, 1996, declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         (B)      Except as otherwise provided herein, in the Certificate of
Incorporation or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock, and except as otherwise required by law,
the holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Company having general voting
rights shall vote together as one class on all matters submitted to a vote of
stockholders of the Company.

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

         Section 4. Certain Restrictions.

                                      3

<PAGE>

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

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

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

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

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

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

         Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Company, no distribution shall be
made (A) to the holders of the Common Stock or of shares of any other stock of
the Company ranking junior, upon liquidation, dissolution or winding up, to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not earned or
declared, to the

                                      4

<PAGE>

date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1000
times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (B) to the holders of shares of stock ranking on a parity
upon liquidation, dissolution or winding up with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and
all such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up. In the event the Company shall at any time after February 9, 1996 declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the aggregate amount to which holders
of shares of Series A Preferred Stock were entitled immediately prior to such
event under the proviso in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         Section 7. Consolidation, Merger, etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are converted into, exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case each
share of Series A Preferred Stock shall at the same time be similarly converted
into, exchanged for or changed into an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 1000 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is converted, exchanged or converted. In the event the Company shall at any time
after February 9, 1996 declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the conversion,
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

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

         Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the Company, junior to all other series of
Preferred Stock and senior to the Common Stock.

         Section 10. Amendment. If any proposed amendment to the Certificate of
Incorporation (including this Certificate of Designations) would alter, change
or repeal any of the preferences, powers or special rights given to the Series A
Preferred Stock so as to affect the Series A

                                      5

<PAGE>

Preferred Stock adversely, then the holders of the Series A Preferred Stock
shall be entitled to vote separately as a class upon such amendment, and the
affirmative vote of two-thirds of the outstanding shares of the Series A
Preferred Stock, voting separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as may be required by the
General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, this Amended Certificate of Designations is
executed on behalf of the Company by its Executive Vice President and Chief
Financial Officer and attested by its Secretary this 9th day of February, 1996.

                                          /s/ H. Raymond Bingham
                                          Executive Vice President and
                                          Chief Financial Officer


                                      6

<PAGE>




                                    EXHIBIT B

                            FORM OF RIGHT CERTIFICATE

Certificate No. R-___                         ___ Rights

         NOT EXERCISABLE AFTER FEBRUARY 9, 2006 OR EARLIER IF REDEMPTION OR
EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO
EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE
RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND
WILL NO LONGER BE TRANSFERABLE.


                                      7

<PAGE>




                                RIGHT CERTIFICATE

         Cadence Design Systems, Inc.

         This certifies that ___________ or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of February 9, 1996 and amended and restated as of
January __, 2000, as the same may be amended from time to time (the "Rights
Agreement"), between Cadence Design Systems, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M., New York City time, on February 9, 2006 at the office or
agency of the Rights Agent designated for such purpose, or of its successor as
Rights Agent, one one-thousandth of a fully paid non-assessable share of Series
A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred
Stock"), of the Company, at a purchase price of $240 per one one-thousandth of a
share of Preferred Stock (the "Purchase Price"), upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Rights Certificate (and the number of one
one-thousandths of a share of Preferred Stock which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of February 9, 1996, based on the Preferred
Stock as constituted at such date. As provided in the Rights Agreement, the
Purchase Price, the number of one one-thousandths of a share of Preferred Stock
(or other securities or property) which may be purchased upon the exercise of
the Rights and the number of Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of certain events.

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

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

                                      8

<PAGE>

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate (i) may be redeemed by the Company at a redemption price of
$.01 per Right or (ii) may be exchanged in whole or in part for shares of
Preferred Stock or shares of the Company's Common Stock, par value $.01 per
share.

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

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

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

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

ATTEST:                                 CADENCE DESIGN SYSTEMS, INC.

By:                                     By:
   -----------------------------------     --------------------------------
Countersigned:
                                         ----------------------------------
                                                 as Rights Agent

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

                    Form of Reverse Side of Right Certificate


                                      9

<PAGE>




                               FORM OF ASSIGNMENT

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

         FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfer unto ___________________________________________________________
___________________________________________________________________________
(Please print name and address of transferee)

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

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

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

Signature Guaranteed:

         Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.

--------------------------------------
         (To be completed)

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

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

              Form of Reverse Side of Right Certificate - continued


                                      10

<PAGE>




                          FORM OF ELECTION TO PURCHASE

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

To Cadence Design Systems, Inc.:

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

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

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

         If such number of Rights shall not be all the Rights evidenced by this
Right Certificate, a new Right Certificate for the balance remaining of such
Rights shall be registered in the name of and delivery to: Please insert social
security or other identifying number

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

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



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

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

        (Signature must conform to holder specified on Right Certificate)

Signature Guaranteed:

         Signature must be guaranteed by a member of firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

              Form of Reverse Side of Right Certificate - continued


                                      11

<PAGE>




-----------------------------------------
         (To be completed)

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


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


                                      12

<PAGE>




                                     NOTICE

         The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever. In the event the certification set forth above in the
Form of Assignment or the Form of Election to Purchase, as the case may be, is
not completed, such Assignment or Election to Purchase will not be honored.


                                      13

<PAGE>




         Exhibit C

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

                    SUMMARY OF RIGHTS TO PURCHASE
                     Shares of Preferred Stock

         On February 9, 1996, the Board of Directors of Cadence Design Systems,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, par value $.01 per
share, of the Company (the "Common Stock"). The dividend is payable on February
20, 1996 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Preferred Stock") of the Company at a price of $240
per one one-thousandth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement dated as of February 9, 1996, as amended and restated as of
January __, 2000, as the same may be amended from time to time (the "Rights
Agreement"), between the Company and ChaseMellon Shareholders Services, L.L.C.
(the "Rights Agent"). The rights issued under the old amended and restated
rights agreement, dated as of June 20, 1989, between the Company and the Rights
agent expired on February 9, 1996.

         Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate
together with a copy of this Summary of Rights.

         The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated
with the shares of Common Stock represented by such certificate. As soon as

                                      14

<PAGE>

practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 9, 2006 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

         The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).

         The number of outstanding Rights are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.

         Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled, when, as and
if declared, to a minimum preferential quarterly dividend payment of $1 per
share but will be entitled to an aggregate dividend of 1000 times the dividend
declared per share of Common Stock. In the event of liquidation, the holders of
the Preferred Stock will be entitled to a minimum preferential liquidation
payment of $1000 per share (plus any accrued but unpaid dividends) but will be
entitled to an aggregate payment of 1000 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 1000 votes, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted
or exchanged, each share of Preferred Stock will be entitled to receive 1000
times the amount received per share of Common Stock. These rights are protected
by customary antidilution provisions.

         Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.

         In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon

                                      15

<PAGE>

exercise of a Right at the then current exercise price of the Right, that
number of shares of Common Stock having a market value of two times the
exercise price of the Right.

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

         At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or one one-thousandth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).

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

         At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

         For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Rights in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.

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

                                      16

<PAGE>

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as the same may
be amended from time to time, which is hereby incorporated herein by reference.

         The Rights have been issued in place of the Company's previous common
share purchase rights issued in 1989. The principal differences between the old
rights and the new Rights are (1) the new Rights are exercisable for shares of
Preferred Stock instead of Common Stock, (2) an increase in the exercise price
from $66.67 (as adjusted to reflect the Company's stock split) to $240 per
share; (3) the reduction in the threshold percentage from 20% to 15%; and (4)
the elimination of a provision in the old rights plan permitting redemption of
the rights during the 10 days after a person or group becomes an Acquiring
Person.

                                      17