<PAGE>   1
                                                                    EXHIBIT 4(c)


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









                                RIGHTS AGREEMENT


                      Dated as of _______________ __, 2000


                                 By and Between


                               PURINA MILLS, INC.


                                       and


                          [INSERT NAME OF RIGHTS AGENT]
                                 as Rights Agent











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


<PAGE>   2


<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                               PAGE
<S>                                                                                                        <C>
1.   Certain Definitions......................................................................................1

2.   Appointment of Rights Agent..............................................................................5

3.   Issue of Right Certificates..............................................................................5

4.   Form of Right Certificates...............................................................................7

5.   Countersignature and Registration........................................................................7

6.   Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
     Destroyed, Lost or Stolen Right Certificates.............................................................8

7.   Exercise of Rights; Purchase Price; Expiration Date of Rights............................................8

8.   Cancellation and Destruction of Right Certificates.......................................................9

9.   Company Covenants Concerning Securities and Rights......................................................10

10.  Record Date.............................................................................................11

11.  Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights.........................12

12.  Certificate of Adjusted Purchase Price or Number of Securities..........................................20

13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power....................................20

14.  Fractional Rights and Fractional Securities.............................................................22

15.  Rights of Action........................................................................................24

16.  Agreement of Rights Holders.............................................................................24

17.  Right Certificate Holder Not Deemed a Stockholder.......................................................25

18.  Concerning the Rights Agent.............................................................................25

19.  Merger or Consolidation or Change of Name of Rights Agent...............................................25

20.  Duties of Rights Agent..................................................................................26

21.  Change of Rights Agent..................................................................................28
</TABLE>




                                       (i)

<PAGE>   3

<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>                                                                                                             <C>
22.      Issuance of New Right Certificates......................................................................28

23.      Redemption..............................................................................................29

24.      Exchange................................................................................................30

25.      Notice of Certain Events................................................................................31

26.      Notices.................................................................................................31

27.      Supplements and Amendments..............................................................................32

28.      Successors; Certain Covenants...........................................................................32

29.      Benefits of This Agreement..............................................................................33

30.      Governing Law...........................................................................................33

31.      Severability............................................................................................33

32.      Descriptive Headings, Etc...............................................................................33

33.      Determinations and Actions by the Board.................................................................33

34.      Counterparts............................................................................................34


Exhibit A.......................................................................................................A-1

Exhibit B.......................................................................................................B-1

Exhibit C.......................................................................................................C-1
</TABLE>




                                      (ii)

<PAGE>   4



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

         This RIGHTS AGREEMENT, dated as of ________________ __, 2000 (this
"Agreement"), is made and entered into by and between Purina Mills, Inc., a
Delaware corporation (the "Company"), and [INSERT NAME OF RIGHTS AGENT] (the
"Rights Agent").

                                     RECITAL
                                     -------

         Pursuant to the final confirmation order entered by the United States
Bankruptcy Court for the District of Delaware in Jointly Administered Case No.
99-3938 on _______________ __, 2000, the Company has effected a distribution of
one right (a "Right") for each share of Common Stock, par value $0.01 per share,
of the Company (a "Common Share") outstanding as of the Close of Business (as
hereinafter defined) on [INSERT EFFECTIVE DATE] (the "Record Date"), each Right
initially representing the right to purchase one one-hundredth of a Preferred
Share (as hereinafter defined), on the terms and subject to the conditions
herein set forth, and further authorized and directed the issuance of one Right
(subject to adjustment as provided herein) with respect to each Common Share
issued or delivered by the Company (whether originally issued or delivered from
the Company's treasury) after the Record Date but prior to the earlier of the
Distribution Date (as hereinafter defined) and the Expiration Date (as
hereinafter defined) or as provided in Section 22.

                             STATEMENT OF AGREEMENT
                             ----------------------

         In consideration of the mutual agreements herein set forth, the parties
hereto hereby agree as follows:

         1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following
terms have the meanings indicated:

         (a) "ACQUIRING PERSON" means any Person (other than the Company or any
Related Person) who or which, together with all Affiliates and Associates of
such Person, is the Beneficial Owner of 15% or more of the then-outstanding
Common Shares; PROVIDED, HOWEVER, that a Person will not be deemed to have
become an Acquiring Person solely as a result of a reduction in the number of
Common Shares outstanding unless and until such time as (i) such Person or any
Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of
additional Common Shares representing 1% or more of the then-outstanding Common
Shares, other than as a result of a stock dividend, stock split or similar
transaction effected by the Company in which all holders of Common Shares are
treated equally, or (ii) any other Person who is the Beneficial Owner of Common
Shares representing 1% or more of the then- outstanding Common Shares thereafter
becomes an Affiliate or Associate of such Person; PROVIDED FURTHER, HOWEVER,
that neither (X) a Person (other than the Company or any Related Person) who or
which, together with all Affiliates and Associates of such Person, solely as a
result of distributions made pursuant to the Bankruptcy Plan on account of
Allowed Unsecured Claims (as defined in the Bankruptcy Plan) held as of the
Distribution Record Date (as defined in the Bankruptcy Plan), becomes the
Beneficial Owner of 15% or more of the then-outstanding Common Shares, nor (Y)
Koch Agriculture Company or its Affiliates or Associates in the event Koch
Agriculture Company purchases and subsequently exercises the Warrant (as defined
in the



<PAGE>   5



Bankruptcy Plan) shall be deemed to have become an Acquiring Person unless and
until such time as (A) such Person or any Affiliate or Associate of such Person
thereafter becomes the Beneficial Owner of additional Common Shares representing
1% or more of the then-outstanding Common Shares other than as a result of a
stock dividend, stock split or similar transaction effected by the Company in
which all holders of Common Shares are treated equally or (B) any other Person
who is the Beneficial Owner of Common Shares representing 1% or more of the
then-outstanding Common Shares thereafter becomes an Affiliate or Associate of
such Person. Notwithstanding the foregoing, if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be an
"Acquiring Person" as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of Common Shares so that such Person
would no longer be an "Acquiring Person" as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.

         (b) "AFFILIATE" and "ASSOCIATE" will have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as in effect on the date of this Agreement, PROVIDED HOWEVER,
that a Person will not be deemed to be the Affiliate or Associate of another
Person solely because either or both Persons are or were Directors of the
Company.

         (c) A Person will be deemed the "BENEFICIAL OWNER" of, and to
"BENEFICIALLY OWN," any securities:

                     (i) the beneficial ownership of which such Person or any of
         such Person's Affiliates or Associates, directly or indirectly, has the
         right to acquire (whether such right is exercisable immediately or only
         after the passage of time) pursuant to any agreement, arrangement or
         understanding (whether or not in writing), or upon the exercise of
         conversion rights, exchange rights, warrants, options or other rights
         (in each case, other than upon exercise or exchange of the Rights);
         PROVIDED, HOWEVER, that a Person will not be deemed the Beneficial
         Owner of, or to Beneficially Own, securities tendered pursuant to a
         tender or exchange offer made by or on behalf of such Person or any of
         such Person's Affiliates or Associates until such tendered securities
         are accepted for purchase or exchange; or

                    (ii) which such Person or any of such Person's Affiliates or
         Associates, directly or indirectly, has or shares the right to vote or
         dispose of, including pursuant to any agreement, arrangement or
         understanding (whether or not in writing); or

                   (iii) of which any other Person is the Beneficial Owner, if
         such Person or any of such Person's Affiliates or Associates has any
         agreement, arrangement or understanding (whether or not in writing)
         with such other Person (or any of such other Person's Affiliates or
         Associates) with respect to acquiring, holding, voting or disposing of
         any securities of the Company;

PROVIDED, HOWEVER, that a Person will not be deemed the Beneficial Owner of, or
to Beneficially Own, any security (A) if such Person has the right to vote such
security pursuant to an



                                        2

<PAGE>   6



agreement, arrangement or understanding (whether or not in writing) which (1)
arises solely from a revocable proxy 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 of the Exchange Act and (2) is not also
then reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report), or (B) if such beneficial ownership arises solely as a result
of such Person's status as a "clearing agency," as defined in Section 3(a)(23)
of the Exchange Act; PROVIDED FURTHER, HOWEVER, that nothing in this paragraph
(c) will cause a Person engaged in business as an underwriter of securities to
be the Beneficial Owner of, or to Beneficially Own, any securities acquired
through such Person's participation in good faith in an underwriting syndicate
until the expiration of 40 calendar days after the date of such acquisition, or
such later date as the Directors of the Company may determine in any specific
case.

         (d) "BANKRUPTCY PLAN" means the Second Amended Joint Plan of
Reorganization, dated February 22, 2000, as filed in the United States
Bankruptcy Court for the District of Delaware in In re: Purina Mills, Inc., et
al., Case No. 99-3938 (SLR).

         (e) "BUSINESS DAY" means any day other than a Saturday, Sunday or a day
on which banking institutions in the State of New York (or such other state in
which the principal office of the Rights Agent is located) are authorized or
obligated by law or executive order to close.

         (f) "CLOSE OF BUSINESS" on any given date means 5:00 P.M., Eastern
time, on such date; PROVIDED, HOWEVER, that if such date is not a Business Day
it means 5:00 P.M., Eastern time, on the next succeeding Business Day.

         (g) "COMMON SHARES" when used with reference to the Company means the
shares of Common Stock, par value $0.01 per share, of the Company; PROVIDED,
HOWEVER, that, if the Company is the continuing or surviving corporation in a
transaction described in Section 13(a)(ii), "Common Shares" when used with
reference to the Company means shares of the capital stock or units of the
equity interests with the greatest aggregate voting power of the Company.
"Common Shares" when used with reference to any corporation or other legal
entity other than the Company, including an Issuer, means shares of the capital
stock or units of the equity interests with the greatest aggregate voting power
of such corporation or other legal entity.

         (h)      "COMPANY" means Purina Mills, Inc., a Delaware corporation.

         (i) "DISTRIBUTION DATE" means the earlier of: (i) the Close of Business
on the Share Acquisition Date, or (ii) the Close of Business on the tenth
Business Day (or, unless the Distribution Date shall have previously occurred,
such later date as may be specified by the Board of Directors of the Company)
after the commencement of a tender or exchange offer by any Person (other than
the Company or any Related Person), if upon the consummation thereof such Person
would be the Beneficial Owner of 15% or more of the then-outstanding Common
Shares.

         (j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.



                                        3

<PAGE>   7



         (k) "EXPIRATION DATE" means the earliest of (i) the Close of Business
on the Final Expiration Date, (ii) the time at which the Rights are redeemed as
provided in Section 23, and (iii) the time at which all exercisable Rights are
exchanged as provided in Section 24.

         (l) "FINAL EXPIRATION DATE" means (i) the first anniversary of the
Record Date or (ii) such later date as the Board of Directors of the Company, by
resolution adopted prior to the first anniversary of the Record Date, may
establish, but not later than the tenth anniversary of the Record Date.

         (m) "FLIP-IN EVENT" means any event described in clauses (A), (B) or
(C) of Section 11(a)(ii).

         (n) "FLIP-OVER EVENT" means any event described in clauses (i), (ii) or
(iii) of Section 13(a).

         (o) "ISSUER" has the meaning set forth in Section 13(b).

         (p) "NASDAQ" means The NASDAQ Stock Market.

         (q) "PERSON" means any individual, firm, corporation or other legal
entity, and includes any successor (by merger or otherwise) of such entity.

         (r) "PREFERRED SHARES" means shares of Series A Junior Participating
Preferred Stock, par value $0.01 per share, of the Company having the rights and
preferences set forth in the form of Certificate of Designation of Series A
Junior Participating Preferred Stock attached as EXHIBIT A.

         (s) "PURCHASE PRICE" means initially $100.00 per one one-hundredth of a
Preferred Share, subject to adjustment from time to time as provided in this
Agreement.

         (t) "RECORD DATE" has the meaning set forth in the Recitals to this
Agreement.

         (u) "REDEMPTION PRICE" means $0.01 per Right, subject to adjustment by
resolution of the Board of Directors of the Company to reflect any stock split,
stock dividend or similar transaction occurring after the Record Date.

         (v) "RELATED PERSON" means (i) any Subsidiary of the Company or (ii)
any employee benefit or stock ownership plan of the Company or of any Subsidiary
of the Company or any entity holding Common Shares for or pursuant to the terms
of any such plan.

         (w) "RIGHT" has the meaning set forth in the Recitals to this
Agreement.

         (x) "RIGHT CERTIFICATES" means certificates evidencing the Rights, in
substantially the form attached as EXHIBIT B.


                                        4

<PAGE>   8



         (y) "RIGHTS AGENT" means [INSERT NAME OF RIGHTS AGENT], unless and
until a successor Rights Agent has become such pursuant to the terms of this
Agreement, and thereafter, "Rights Agent" means such successor Rights Agent.

         (z) "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (aa) "SHARE ACQUISITION DATE" means the first date of public
announcement by the Company (by press release, filing made with the Securities
and Exchange Commission or otherwise) that an Acquiring Person has become such.

         (bb) "SUBSIDIARY" when used with reference to any Person means any
corporation or other legal entity of which a majority of the voting power of the
voting equity securities or equity interests is owned, directly or indirectly,
by such Person; PROVIDED, HOWEVER, that for purposes of Section 13(b),
"Subsidiary" when used with reference to any Person means any corporation or
other legal entity of which at least 15% of the voting power of the voting
equity securities or equity interests is owned, directly or indirectly, by such
Person.

         (bb) "TRADING DAY" means any day on which the principal national
securities exchange on which the Common Shares are listed or admitted to trading
is open for the transaction of business or, if the Common Shares are not listed
or admitted to trading on any national securities exchange, a Business Day.

         (cc) "TRIGGERING EVENT" means any Flip-in Event or Flip-over Event.

         2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the Rights
Agent to act as agent for the Company and the holders of the Rights (who, in
accordance with Section 3, will also be, prior to the Distribution Date, the
holders of the Common Shares) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment and hereby
certifies that it complies with the requirements of the New York Stock Exchange
governing transfer agents and registrars. The Company may from time to time act
as Co-Rights Agent or appoint such Co-Rights Agents as it may deem necessary or
desirable. Any actions which may be taken by the Rights Agent pursuant to the
terms of this Agreement may be taken by any such Co-Rights Agent. To the extent
that any Co-Rights Agent takes any action pursuant to this Agreement, such
Co-Rights Agent will be entitled to all of the rights and protections of, and
subject to all of the applicable duties and obligations imposed upon, the Rights
Agent pursuant to the terms of this Agreement.

         3. ISSUE OF RIGHT CERTIFICATES. (a) Until the Distribution Date, (i)
the Rights will be evidenced by the certificates representing Common Shares
registered in the names of the record holders thereof (which certificates
representing Common Shares will also be deemed to be Right Certificates), (ii)
the Rights will be transferable only in connection with the transfer of the
underlying Common Shares, and (iii) the surrender for transfer of any
certificates evidencing Common Shares in respect of which Rights have been
issued will also constitute the transfer of the Rights associated with the
Common Shares evidenced by such certificates. On or as promptly as practicable
after the Record Date, the Company will send by first class, postage prepaid
mail, to each record holder of Common Shares as of the Close of Business on the
Record Date, at the address of such holder shown on the records of the Company
as of such date, a copy



                                        5

<PAGE>   9



of a Summary of Rights to Purchase Preferred Stock in substantially the form
attached as EXHIBIT C.


         (b) Rights will be issued by the Company in respect of all Common
Shares (other than Common Shares issued upon the exercise or exchange of any
Right) issued or delivered by the Company (whether originally issued or
delivered from the Company's treasury) after the Record Date but prior to the
earlier of the Distribution Date and the Expiration Date. Certificates
evidencing such Common Shares will have stamped on, impressed on, printed on,
written on, or otherwise affixed to them the following legend or such similar
legend as the Company may deem appropriate and as is not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or transaction reporting system on
which the Common Shares may from time to time be listed or quoted, or to conform
to usage:

         This Certificate also evidences and entitles the holder hereof to
         certain Rights as set forth in a Rights Agreement between Purina Mills,
         Inc. and [INSERT NAME OF RIGHTS AGENT], dated as of _______________ __,
         2000 (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 Purina Mills, Inc.. The Rights are not
         exercisable prior to the occurrence of certain events specified in the
         Rights Agreement. Under certain circumstances, as set forth in the
         Rights Agreement, such Rights may be redeemed, may be exchanged, may
         expire, may be amended, or may be evidenced by separate certificates
         and no longer be evidenced by this Certificate. Purina Mills, Inc. will
         mail to the holder of this Certificate a copy of the Rights Agreement,
         as in effect on the date of mailing, without charge promptly after
         receipt of a written request therefor. Under certain circumstances as
         set forth in the Rights Agreement, Rights that are or were beneficially
         owned by an Acquiring Person or any Affiliate or Associate of an
         Acquiring Person (as such terms are defined in the Rights Agreement)
         may become null and void.

         (c) Any Right Certificate issued pursuant to this Section 3 that
represents Rights beneficially owned by an Acquiring Person or any Associate or
Affiliate thereof and any Right Certificate issued at any time upon the transfer
of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate and any Right
Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange,
replacement or adjustment of any other Right Certificate referred to in this
sentence, shall be subject to and contain the following legend or such similar
legend as the Company may deem appropriate and as is not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage:

         The Rights represented by this Right Certificate are or were
         beneficially owned by a Person who was an Acquiring Person or an
         Affiliate or an Associate of an Acquiring Person (as such terms are
         defined in the Rights Agreement). This Right Certificate and



                                        6

<PAGE>   10



         the Rights represented hereby may become null and void in the
         circumstances specified in Section 11(a)(ii) or Section 13 of the
         Rights Agreement.

         (d) As promptly 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
Shares as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate evidencing
one Right for each Common Share so held, subject to adjustment as provided
herein. As of and after the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.

         (e) In the event that the Company purchases or otherwise acquires any
Common Shares after the Record Date but prior to the Distribution Date, any
Rights associated with such Common Shares will be deemed canceled and retired so
that the Company will not be entitled to exercise any Rights associated with the
Common Shares so purchased or acquired.

         4. FORM OF RIGHT CERTIFICATES. The Right Certificates (and the form of
election to purchase and the form of assignment to be printed on the reverse
thereof) will be substantially in the form attached as EXHIBIT B with such
changes and marks of identification or designation, and such legends, summaries
or endorsements printed thereon, as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or transaction
reporting system on which the Rights may from time to time be listed or quoted,
or to conform to usage. Subject to the provisions of Section 22, the Right
Certificates, whenever issued, on their face will entitle the holders thereof to
purchase such number of one one-hundredths of a Preferred Share as are set forth
therein at the Purchase Price set forth therein, but the Purchase Price, the
number and kind of securities issuable upon exercise of each Right and the
number of Rights outstanding will be subject to adjustment as provided herein.

         5. COUNTERSIGNATURE AND REGISTRATION. (a) The Right Certificates will
be executed on behalf of the Company by its Chairman of the Board, its President
or any Vice President, either manually or by facsimile signature, and will have
affixed thereto the Company's seal or a facsimile thereof which will be attested
by the Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates will be manually countersigned by
the Rights Agent and will not be valid for any purpose unless so countersigned.
In case any officer of the Company who signed any of the Right Certificates
ceases 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, is a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Agreement any such person was not such officer.




                                        7

<PAGE>   11



         (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at the principal office of the Rights Agent designated for
such purpose and at such other offices as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or any transaction reporting system on
which the Rights may from time to time be listed or quoted, books for
registration and transfer of the Right Certificates issued hereunder. Such books
will 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.

         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(d) and 14, at any time after the Close of Business on
the Distribution Date and prior to the Expiration Date, any Right Certificate or
Right Certificates representing exercisable Rights may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share (or other securities, as the case may be) as the Right
Certificate or Right Certificates surrendered then entitled such holder (or
former holder in the case of a transfer) to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any such Right Certificate
or Rights Certificates must make such request in a writing delivered to the
Rights Agent and must surrender the Right Certificate or Right Certificates to
be transferred, split up, combined or exchanged at the principal office of the
Rights Agent designated for such purpose. Thereupon or as promptly as
practicable thereafter, subject to the provisions of Sections 7(d) and 14, the
Company will prepare, execute and deliver to the Rights Agent, and the Rights
Agent will countersign and deliver, 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.

         (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, if requested by the Company,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will prepare, execute and
deliver a new Right Certificate of like tenor to the Rights Agent and the Rights
Agent will countersign and deliver such new Right Certificate to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

         7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS. (a)
The registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time
after the Distribution Date and prior to the Expiration Date, upon surrender of
the Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office or offices of the
Rights Agent designated for such purpose, together with payment in cash, in
lawful money of the United States of America by certified check or bank draft
payable to the order of the Company, equal to the sum of (i) the exercise price
for the total number of securities as to which such surrendered



                                        8

<PAGE>   12



Rights are exercised and (ii) an amount equal to any applicable transfer tax
required to be paid by the holder of such Right Certificate in accordance with
the provisions of Section 9(d).

         (b) Upon receipt of a Right Certificate representing exercisable Rights
with the form of election to purchase duly executed, accompanied by payment as
described in Section 7(a) above, the Rights Agent will promptly (i) requisition
from any transfer agent of the Preferred Shares (or make available, if the
Rights Agent is the transfer agent) certificates representing the number of one
one-hundredths of a Preferred Share to be purchased (and the Company hereby
irrevocably authorizes and directs its transfer agent to comply with all such
requests), or, if the Company elects to deposit Preferred Shares issuable upon
exercise of the Rights hereunder with a depositary agent, requisition from the
depositary agent depositary receipts representing such number of one
one-hundredths of a Preferred Share as are to be purchased (and the Company
hereby irrevocably authorizes and directs such depositary agent to comply with
all such requests), (ii) after receipt of such certificates (or depositary
receipts, as the case may be), 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, (iii) when appropriate,
requisition from the Company or any transfer agent therefor (or make available,
if the Rights Agent is the transfer agent) certificates representing the number
of equivalent common shares to be issued in lieu of the issuance of Common
Shares in accordance with the provisions of Section 11(a)(iii), (iv) when
appropriate, after receipt of such certificates, 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, (v) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of the issuance of fractional shares in accordance with the provisions of
Section 14 or in lieu of the issuance of Common Shares in accordance with the
provisions of Section 11(a)(iii), (vi) when appropriate, after receipt, deliver
such cash to or upon the order of the registered holder of such Right
Certificate, and (vii) when appropriate, deliver any due bill or other
instrument provided to the Rights Agent by the Company for delivery to the
registered holder of such Right Certificate as provided by Section 11(l).

         (c) In case the registered holder of any Right Certificate exercises
less than all the Rights evidenced thereby, the Company will prepare, execute
and deliver a new Right Certificate evidencing Rights equivalent to the Rights
remaining unexercised and the Rights Agent will countersign and deliver such new
Right Certificate to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14.

         (d) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company will be obligated to undertake any action with
respect to any purported transfer, split up, combination or exchange of any
Right Certificate pursuant to Section 6 or exercise of a Right Certificate as
set forth in this Section 7 unless the registered holder of such Right
Certificate has (i) completed and signed the certificate following the form of
assignment or the form of election to purchase, as applicable, set forth on the
reverse side of the Right Certificate surrendered for such transfer, split up,
combination, exchange or exercise and (ii) provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company may reasonably request.

         8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All Right
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange will, if



                                        9

<PAGE>   13



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

         9. COMPANY COVENANTS CONCERNING SECURITIES AND RIGHTS. The Company
covenants and agrees that:

                  (a) It will cause to be reserved and kept available out of its
         authorized and unissued Preferred Shares or any Preferred Shares held
         in its treasury, a number of Preferred Shares that will be sufficient
         to permit the exercise in full of all outstanding Rights in accordance
         with Section 7.

                  (b) So long as the Preferred Shares (and, following the
         occurrence of a Triggering Event, Common Shares and/or other
         securities) issuable upon the exercise of the Rights may be listed on a
         national securities exchange, or quoted on Nasdaq, it will endeavor to
         cause, from and after such time as the Rights become exercisable, all
         securities reserved for issuance upon the exercise of Rights to be
         listed on such exchange, or quoted on Nasdaq, upon official notice of
         issuance upon such exercise.

                  (c) It will take all such action as may be necessary to ensure
         that all Preferred Shares (and, following the occurrence of a
         Triggering Event, Common Shares and/or other securities) delivered upon
         exercise of Rights, at the time of delivery of the certificates for
         such securities, will be (subject to payment of the Purchase Price)
         duly authorized, validly issued, fully paid and nonassessable
         securities.

                  (d) It will pay when due and payable any and all federal and
         state transfer taxes and charges that may be payable in respect of the
         issuance or delivery of the Right Certificates and of any certificates
         representing securities issued upon the exercise of Rights; PROVIDED,
         HOWEVER, that the Company will not be required to pay any transfer tax
         or charge 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 representing securities
         issued upon the exercise of Rights 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 representing securities issued upon the exercise of
         any Rights until any such tax or charge has been paid (any such tax or
         charge being payable by the holder of such Right Certificate at the
         time of surrender) or until it has been established to the Company's
         reasonable satisfaction that no such tax is due.

                  (e) It will use its best efforts (i) to file on an appropriate
         form, as soon as practicable following the Distribution Date, a
         registration statement under the Securities



                                       10

<PAGE>   14



         Act with respect to the securities issuable upon exercise of the
         Rights, (ii) to cause such registration statement to become effective
         as soon as practicable after such filing, and (iii) to cause such
         registration statement to remain effective (with a prospectus at all
         times meeting the requirements of the Securities Act) until the earlier
         of (A) the date as of which the Rights are no longer exercisable for
         such securities and (B) the Expiration Date. The Company will also take
         such action as may be appropriate under, or to ensure compliance with,
         the securities or "blue sky" laws of the various states in connection
         with the exercisability of the Rights. The Company may temporarily
         suspend, for a period of time after the date set forth in clause (i) of
         the first sentence of this Section 9(e), the exercisability of the
         Rights in order to prepare and file such registration statement and to
         permit it to become effective. Upon any such suspension, the Company
         will 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. In addition, if
         the Company determines that a registration statement should be filed
         under the Securities Act or any state securities laws following the
         Distribution Date, the Company may temporarily suspend the
         exercisability of the Rights in each relevant jurisdiction until such
         time as a registration statement has been declared effective and, upon
         any such suspension, the Company will issue a public announcement
         stating that the exercisability of the Rights has been temporarily
         suspended, as well as a public announcement at such time as the
         suspension is no longer in effect. Notwithstanding anything in this
         Agreement to the contrary, the Rights will not be exercisable in any
         jurisdiction if the requisite registration or qualification in such
         jurisdiction has not been effected or the exercise of the Rights is not
         permitted under applicable law.

                  (f) Notwithstanding anything in this Agreement to the
         contrary, after the Distribution Date it will not 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 eliminate or otherwise
         diminish the benefits intended to be afforded by the Rights.

                  (g) In the event that the Company is obligated to issue other
         securities of the Company and/or pay cash pursuant to Section 11, 13,
         14, 23 or 24 it will make all arrangements necessary so that such other
         securities and/or cash are available for distribution by the Rights
         Agent, if and when appropriate.

         10. RECORD DATE. Each Person in whose name any certificate representing
Preferred Shares (or Common Shares and/or other securities, as the case may be)
is issued upon the exercise of Rights will for all purposes be deemed to have
become the holder of record of the Preferred Shares (or Common Shares and/or
other securities, as the case may be) represented thereby on, and such
certificate will be dated, the date upon which the Right Certificate evidencing
such Rights was duly surrendered and payment of the Purchase Price (and all
applicable transfer taxes) was made; PROVIDED, HOWEVER, that if the date of such
surrender and payment is a date upon which the transfer books of the Company for
the Preferred Shares (or Common Shares and/or other securities, as the case may
be) are closed, such Person will be deemed to have become the record holder of
such securities on, and such certificate will be dated, the next succeeding
Business Day on which the transfer books of the Company for the Preferred Shares
(or Common Shares and/or other securities, as the case may be) are open. Prior
to the exercise of the Rights evidenced thereby, the holder of a Right
Certificate will not be



                                       11

<PAGE>   15



entitled to any rights of a holder of any security for which the Rights are or
may become exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions, or to exercise any preemptive rights,
and will not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

         11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SECURITIES OR
NUMBER OF RIGHTS. The Purchase Price, the number and kind of securities issuable
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.

                  (a) (i) In the event that the Company at any time after the
         Record Date (A) declares a dividend on the Preferred Shares payable in
         Preferred Shares, (B) subdivides the outstanding Preferred Shares, (C)
         combines the outstanding Preferred Shares into a smaller number of
         Preferred Shares, or (D) issues any shares of its capital stock in a
         reclassification of the Preferred Shares (including any such
         reclassification in connection with a consolidation or merger in which
         the Company is the continuing or surviving corporation), except as
         otherwise provided in this Section 11(a), the Purchase Price in effect
         at the time of the record date for such dividend or of the effective
         date of such subdivision, combination or reclassification and/or the
         number and/or kind of shares of capital stock issuable on such date
         upon exercise of a Right, will be proportionately adjusted so that the
         holder of any Right exercised after such time is entitled to receive
         upon payment of the Purchase Price then in effect 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
         transfer books of the Company for the Preferred Shares were open, the
         holder of such Right would have owned upon such exercise (and, in the
         case of a reclassification, would have retained after giving effect to
         such reclassification) and would have 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 issuable upon exercise of one Right. If an
         event occurs which would require an adjustment under both this Section
         11(a)(i) and Section 11(a)(ii) or Section 13, the adjustment provided
         for in this Section 11(a)(i) will be in addition to, and will be made
         prior to, any adjustment required pursuant to Section 11(a)(ii) or
         Section 13.

                           (ii)     Subject to the provisions of Section 24, if:

                                    (A)  any Person becomes an Acquiring
         Person; or

                                    (B)  any Acquiring Person or any Affiliate
         or Associate of any Acquiring Person, directly or indirectly, (1)
         merges into the Company or otherwise combines with the Company and the
         Company is the continuing or surviving corporation of such merger or
         combination (other than in a transaction subject to Section 13), (2)
         merges or otherwise combines with any Subsidiary of the Company, (3) in
         one or more transactions (otherwise than in connection with the
         exercise, exchange or conversion of securities exercisable or
         exchangeable for or convertible into shares of any class of capital
         stock of the Company or any of its Subsidiaries) transfers cash,
         securities or any other property to the Company or any of its
         Subsidiaries in exchange (in whole or in part) for



                                       12

<PAGE>   16



         shares of any class of capital stock of the Company or any of its
         Subsidiaries or for securities exercisable or exchangeable for or
         convertible into shares of any class of capital stock of the Company or
         any of its Subsidiaries, or otherwise obtains from the Company or any
         of its Subsidiaries, with or without consideration, any additional
         shares of any class of capital stock of the Company or any of its
         Subsidiaries or securities exercisable or exchangeable for or
         convertible into shares of any class of capital stock of the Company or
         any of its Subsidiaries (otherwise than as part of a pro rata
         distribution to all holders of shares of any class of capital stock of
         the Company, or any of its Subsidiaries), (4) sells, purchases, leases,
         exchanges, mortgages, pledges, transfers or otherwise disposes (in one
         or more transactions) to, from, with or of, as the case may be, the
         Company or any of its Subsidiaries (otherwise than in a transaction
         subject to Section 13), any property, including securities, on terms
         and conditions less favorable to the Company than the Company would be
         able to obtain in an arm's-length transaction with an unaffiliated
         third party, (5) receives any compensation from the Company or any of
         its Subsidiaries other than compensation as a director or a regular
         full-time employee, in either case at rates consistent with the
         Company's (or its Subsidiaries') past practices, or (6) receives the
         benefit, directly or indirectly (except proportionately as a
         stockholder), of any loans, advances, guarantees, pledges or other
         financial assistance or any tax credits or other tax advantage provided
         by the Company or any of its Subsidiaries; or

                                    (C)  during such time as there is an
         Acquiring Person, there is any reclassification of securities of the
         Company (including any reverse stock split), or any recapitalization of
         the Company, or any merger or consolidation of the Company with any of
         its Subsidiaries, or any other transaction or series of transactions
         involving the Company or any of its Subsidiaries (whether or not with
         or into or otherwise involving an Acquiring Person), other than a
         transaction subject to Section 13, which has the effect, directly or
         indirectly, of increasing by more than 1% the proportionate share of
         the outstanding shares of any class of equity securities of the Company
         or any of its Subsidiaries, or of securities exercisable or
         exchangeable for or convertible into equity securities of the Company
         or any of its Subsidiaries, of which an Acquiring Person, or any
         Affiliate or Associate of any Acquiring Person, is the Beneficial
         Owner; then, and in each such case, proper provision will be made so
         that each holder of a Right, except as provided below, will thereafter
         have the right to receive, upon exercise thereof in accordance with the
         terms of this Agreement at an exercise price per Right equal to the
         product of the then-current Purchase Price multiplied by the number of
         one one- hundredths of a Preferred Share for which a Right was
         exercisable immediately prior to the date of the occurrence of such
         Flip-in Event (or, if any other Flip-in Event shall have previously
         occurred, the product of the then-current Purchase Price multiplied by
         the number of one one-hundredths of a Preferred Share for which a Right
         was exercisable immediately prior to the date of the first occurrence
         of a Flip-in Event), in lieu of Preferred Shares, such number of Common
         Shares as equals the result obtained by (x) multiplying the
         then-current Purchase Price by the number of one one-hundredths of a
         Preferred Share for which a Right was exercisable immediately prior to
         the date of the occurrence of such Flip-in Event (or, if any other
         Flip-in Event shall have previously occurred, multiplying the
         then-current Purchase Price by the number of one one- hundredths of a
         Preferred Share for which a Right was exercisable immediately prior to
         the date of the first occurrence of a Flip-in Event), and dividing that
         product by (y) 50%



                                       13

<PAGE>   17



         of the current per share market price of the Common Shares (determined
         pursuant to Section 11(d)) on the date of the occurrence of such
         Flip-in Event. Notwithstanding anything in this Agreement to the
         contrary, from and after the first occurrence of a Flip-in Event, any
         Rights that are Beneficially Owned by (A) any Acquiring Person (or any
         Affiliate or Associate of any Acquiring Person), (B) a transferee of
         any Acquiring Person (or any such Affiliate or Associate) who becomes a
         transferee after the occurrence of a Flip-in Event, or (C) a transferee
         of any Acquiring Person (or any such Affiliate or Associate) who became
         a transferee prior to or concurrently with the occurrence of a Flip-in
         Event pursuant to either (1) a transfer from an 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 (2) a transfer which the Board of Directors of
         the Company have determined is part of a plan, arrangement or
         understanding which has the purpose or effect of avoiding the
         provisions of this Section 11(a)(ii), and subsequent transferees of any
         of such Persons, will be void without any further action and any holder
         of such Rights will thereafter have no rights whatsoever with respect
         to such Rights under any provision of this Agreement. The Company will
         use all reasonable efforts to ensure that the provisions of this
         Section 11(a)(ii) are complied with, but will have no liability to any
         holder of Right Certificates or any 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. Upon the
         occurrence of a Flip-in Event, no Right Certificate that represents
         Rights that are or have become void pursuant to the provisions of this
         Section 11(a)(ii) will thereafter be issued pursuant to Section 3 or
         Section 6, and any Right Certificate delivered to the Rights Agent that
         represents Rights that are or have become void pursuant to the
         provisions of this Section 11(a)(ii) will be canceled. Upon the
         occurrence of a Flip-over Event, any Rights that shall not have been
         previously exercised pursuant to this Section 11(a)(ii) shall
         thereafter be exercisable only pursuant to Section 13 and not pursuant
         to this Section 11(a)(ii).

                           (iii) Upon the occurrence of a Flip-in Event, if
         there are not sufficient Common Shares authorized but unissued or
         issued but not outstanding to permit the issuance of all the Common
         Shares issuable in accordance with Section 11(a)(ii) upon the exercise
         of a Right, the Board of Directors of the Company will use its best
         efforts promptly to authorize and, subject to the provisions of Section
         9(e), make available for issuance additional Common Shares or other
         equity securities of the Company having equivalent voting rights and an
         equivalent value (as determined in good faith by the Board of Directors
         of the Company) to the Common Shares (for purposes of this Section
         11(a)(iii), "equivalent common shares"). In the event that equivalent
         common shares are so authorized, upon the exercise of a Right in
         accordance with the provisions of Section 7, the registered holder will
         be entitled to receive (A) Common Shares, to the extent any are
         available, and (B) a number of equivalent common shares, which the
         Board of Directors of the Company has determined in good faith to have
         a value equivalent to the excess of (x) the aggregate current per share
         market value on the date of the occurrence of the most recent Flip-in
         Event of all the Common Shares issuable in accordance with Section
         11(a)(ii) upon the exercise of a Right (the "Exercise Value") over (y)
         the aggregate current per share market value on the date of the
         occurrence of the most recent Flip-in Event of any Common Shares
         available for issuance upon the exercise of such Right; PROVIDED,
         HOWEVER, that if at any time after 90 calendar days after the latest



                                       14

<PAGE>   18



         of the Share Acquisition Date, the Distribution Date and the date of
         the occurrence of the most recent Flip-in Event, there are not
         sufficient Common Shares and/or equivalent common shares available for
         issuance upon the exercise of a Right, then the Company will be
         obligated to deliver, upon the surrender of such Right and without
         requiring payment of the Purchase Price, Common Shares (to the extent
         available), equivalent common shares (to the extent available) and then
         cash (to the extent permitted by applicable law and any agreements or
         instruments to which the Company is a party in effect immediately prior
         to the Share Acquisition Date), which securities and cash have an
         aggregate value equal to the excess of (1) the Exercise Value over (2)
         the product of the then-current Purchase Price multiplied by the number
         of one one-hundredths of a Preferred Share for which a Right was
         exercisable immediately prior to the date of the occurrence of the most
         recent Flip-in Event (or, if any other Flip-in Event shall have
         previously occurred, the product of the then-current Purchase Price
         multiplied by the number of one one-hundredths of a Preferred Share for
         which a Right would have been exercisable immediately prior to the date
         of the occurrence of such Flip-in Event if no other Flip-in Event had
         previously occurred). To the extent that any legal or contractual
         restrictions prevent the Company from paying the full amount of cash
         payable in accordance with the foregoing sentence, the Company will pay
         to holders of the Rights as to which such payments are being made all
         amounts which are not then restricted on a pro rata basis, will use
         commercially reasonable efforts to eliminate any such legal or
         contractual restrictions as promptly as practicable, including, without
         limitation, obtaining any necessary third party consents, and will
         continue to make payments on a pro rata basis as promptly as funds
         become available until the full amount due to each such Rights holder
         has been paid.

         (b) In the event that the Company fixes a record date for the issuance
of rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or securities having equivalent
rights, privileges and preferences as the Preferred Shares (for purposes of this
Section 11(b), "equivalent preferred shares")) or securities convertible into
Preferred Shares or equivalent preferred shares at a price per Preferred Share
or equivalent preferred share (or having a conversion price per share, if a
security convertible into Preferred Shares or equivalent preferred shares) less
than the current per share market price of the Preferred Shares (determined
pursuant to Section 11(d)) on such record date, the Purchase Price to be in
effect after such record date will be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which is the number of Preferred Shares outstanding on such record
date plus the number of Preferred Shares which the aggregate offering price of
the total number of Preferred Shares and/or equivalent preferred shares so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current per share market
price and the denominator of which is the number of Preferred Shares outstanding
on such record date plus the number of additional Preferred Shares and/or
equivalent preferred shares to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially convertible);
PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of
capital stock issuable upon exercise of one Right. In case such subscription
price may be paid in a consideration part or all of which is in a form other
than cash, the value of such consideration will be as determined in good faith
by



                                       15

<PAGE>   19



the Board of Directors of the Company, whose determination will be described in
a statement filed with the Rights Agent. Preferred Shares owned by or held for
the account of the Company will not be deemed outstanding for the purpose of any
such computation. Such adjustment will 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 will be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

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

         (d) (i) For the purpose of any computation hereunder, the "current per
         share market price" of Common Shares on any date will be deemed to be
         the average of the daily closing prices per share of such Common Shares
         for the 30 consecutive Trading Days immediately prior to such date;
         PROVIDED, HOWEVER, that in the event that the current per share market
         price of the Common Shares is determined during a period following the
         announcement by the issuer of such Common Shares of (A) a dividend or
         distribution on such Common Shares payable in such Common Shares or
         securities convertible into such Common Shares (other than the Rights)
         or (B) any subdivision, combination or reclassification of such Common
         Shares, 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 will be
         appropriately adjusted to take into account ex-dividend trading or to
         reflect the current per share market price per Common Share equivalent.
         The closing price for each day will 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 Common Shares are not listed or admitted
         to trading on the New York Stock Exchange, as reported in the principal
         consolidated transaction reporting system with



                                       16

<PAGE>   20



         respect to securities listed on the principal national securities
         exchange on which the Common Shares are listed or admitted to trading
         or, if the Common Shares 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 Common Shares 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 Common Shares selected by the Board of Directors of the Company. If
         the Common Shares are not publicly held or not so listed or traded, or
         are not the subject of available bid and asked quotes, "current per
         share market price" will mean the fair value per share as determined in
         good faith by the Board of Directors of the Company, whose
         determination will be described in a statement filed with the Rights
         Agent.

                    (ii) For the purpose of any computation hereunder, the
         "current per share market price" of the Preferred Shares will be
         determined in the same manner as set forth above for Common Shares in
         Section 11(d)(i), other than the last sentence thereof. If the current
         per share market price of the Preferred Shares cannot be determined in
         the manner provided above, the "current per share market price" of the
         Preferred Shares will be conclusively deemed to be an amount equal to
         the current per share market price of the Common Shares multiplied by
         one hundred (as such number may be appropriately adjusted to reflect
         events such as stock splits, stock dividends, recapitalizations or
         similar transactions relating to the Common Shares occurring after the
         date of this Agreement). If neither the Common Shares nor the Preferred
         Shares are publicly held or so listed or traded, or the subject of
         available bid and asked quotes, "current per share market price" of the
         Preferred Shares will mean the fair value per share as determined in
         good faith by the Board of Directors of the Company, whose
         determination will be described in a statement filed with the Rights
         Agent. For all purposes of this Agreement, the current per share market
         price of one one-hundredth of a Preferred Share will be equal to the
         current per share market price of one Preferred Share divided by one
         hundred.

         (e) Except as set forth below, no adjustment in the Purchase Price will
be required unless such adjustment would require an increase or decrease of at
least 1% in such price; PROVIDED, HOWEVER, that any adjustments which by reason
of this Section 11(e) are not required to be made will be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 11 will be made to the nearest cent or to the nearest one one- millionth
of a Preferred Share or one ten-thousandth of a Common Share or other security,
as the case may be. Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 will be made as promptly as
practicable subsequent to the event or events which requires such adjustment and
in no event later than the Expiration Date.

         (f) If as a result of an adjustment made pursuant to Section 11(a), the
holder of any Right thereafter exercised becomes entitled to receive any
securities of the Company other than Preferred Shares, thereafter the number
and/or kind of such other securities so receivable upon exercise of any Right
(and/or the Purchase Price in respect thereof) will be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Preferred Shares (and the Purchase Price
in respect thereof) contained in this Section 11, and the provisions of Sections
7, 9, 10, 13 and 14 with respect to the Preferred Shares



                                       17

<PAGE>   21



(and the Purchase Price in respect thereof) will apply on like terms to any such
other securities (and the Purchase Price in respect thereof).

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

         (h) Unless the Company has exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price pursuant to Section
11(b) or Section 11(c), each Right outstanding immediately prior to the making
of such adjustment will thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of one one-hundredths of a Preferred Share
(calculated to the nearest one one-millionth of a Preferred Share) obtained by
(i) multiplying (x) the number of one one-hundredths of a Preferred Share
issuable upon exercise of a Right immediately prior to such adjustment of the
Purchase Price by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

         (i) The Company may elect, on or after the date of any adjustment of
the Purchase Price, to adjust the number of Rights in substitution for any
adjustment in the number of one one- hundredths of a Preferred Share issuable
upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights will be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights will 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
will make a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. Such 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, will be at least 10 calendar 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 will, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates evidencing,
subject to the provisions of Section 14, the additional Rights to which such
holders are entitled as a result of such adjustment, or, at the option of the
Company, will 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 are entitled
after such adjustment. Right Certificates so to be distributed will be issued,
executed, and countersigned in the manner provided for herein (and may bear, at
the option of the Company, the adjusted Purchase Price) and will be registered
in the names of the holders of record of Right Certificates on the record date
specified in the public announcement.

         (j) Without respect to any adjustment or change in the Purchase Price
and/or the number and/or kind of securities issuable upon the exercise of the
Rights, the Right Certificates



                                       18

<PAGE>   22



theretofore and thereafter issued may continue to express the Purchase Price and
the number and kind of securities which were expressed in the initial Right
Certificate issued hereunder.

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

         (l) In any case in which this Section 11 otherwise requires 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 issuance to the holder of any Right exercised after such record date
the number of Preferred Shares or other securities of the Company, if any,
issuable upon such exercise over and above the number of Preferred Shares or
other 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 delivers to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
Preferred Shares or other securities upon the occurrence of the event requiring
such adjustment.

         (m) Notwithstanding anything in this Agreement to the contrary, the
Company will be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in its good faith judgment the Board of Directors of the Company
determines to be advisable in order that any (i) consolidation or subdivision of
the Preferred Shares, (ii) issuance wholly for cash of Preferred Shares at less
than the current per share market price therefor, (iii) issuance wholly for cash
of Preferred Shares or securities which by their terms are convertible into or
exchangeable for Preferred Shares, (iv) stock dividends, or (v) issuance of
rights, options or warrants referred to in this Section 11, hereafter made by
the Company to holders of its Preferred Shares is not taxable to such
stockholders.

         (n) Notwithstanding anything in this Agreement to the contrary, in the
event that the Company at any time after the Record Date prior to the
Distribution Date (i) pays a dividend on the outstanding Common Shares payable
in Common Shares, (ii) subdivides the outstanding Common Shares, (iii) combines
the outstanding Common Shares into a smaller number of shares, or (iv) issues
any shares of its capital stock in a reclassification of the outstanding Common
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation), the
number of Rights associated with each Common Share then outstanding, or issued
or delivered thereafter but prior to the Distribution Date, will be
proportionately adjusted so that the number of Rights thereafter associated with
each Common Share following any such event equals the result obtained by
multiplying the number of Rights associated with each Common Share immediately
prior to such event by a fraction the numerator of which is the total number of
Common Shares outstanding immediately prior to the occurrence of the event and
the denominator of which is the total number of Common Shares outstanding
immediately following the occurrence of such event. The adjustments provided for
in this Section 11(n) will be made successively whenever such a dividend is paid
or such a subdivision, combination or reclassification is effected.



                                       19

<PAGE>   23



         12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SECURITIES.
Whenever an adjustment is made as provided in Section 11 or Section 13, the
Company will promptly (a) prepare a certificate setting forth such adjustment
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Preferred Shares and the
Common Shares a copy of such certificate, and (c) if such adjustment is made
after the Distribution Date, mail a brief summary of such adjustment to each
holder of a Right Certificate in accordance with Section 26.

         13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING
POWER. (a) In the event that:

                     (i) at any time after a Person has become an Acquiring
         Person, the Company consolidates with, or merges with or into, any
         other Person and the Company is not the continuing or surviving
         corporation of such consolidation or merger; or

                    (ii) at any time after a Person has become an Acquiring
         Person, any Person consolidates with the Company, or merges with or
         into the Company, and the Company is the continuing or surviving
         corporation of such merger or consolidation and, in connection with
         such merger or consolidation, all or part of the Common Shares is
         changed into or exchanged for stock or other securities of any other
         Person or cash or any other property; or

                   (iii) at any time after a Person has become an Acquiring
         Person, the Company, directly or indirectly, sells or otherwise
         transfers (or one or more of its Subsidiaries sells or otherwise
         transfers), in one or more transactions, assets or earning power
         (including without limitation securities creating any obligation on the
         part of the Company and/or any of its Subsidiaries) representing in the
         aggregate more than 50% of the assets or earning power of the Company
         and its Subsidiaries (taken as a whole) to any Person or Persons other
         than the Company or one or more of its wholly owned Subsidiaries;

then, and in each such case, proper provision will be made so that (A) each
holder of a Right thereafter has the right to receive, upon the exercise thereof
in accordance with the terms of this Agreement at an exercise price per Right
equal to the product of the then-current Purchase Price multiplied by the number
of one one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to the Share Acquisition Date, such number of duly authorized,
validly issued, fully paid, nonassessable and freely tradeable Common Shares of
the Issuer, free and clear of any liens, encumbrances and other adverse claims
and not subject to any rights of call or first refusal, as equals the result
obtained by (x) multiplying the then-current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is exercisable immediately
prior to the Share Acquisition Date and dividing that product by (y) 50% of the
current per share market price of the Common Shares of the Issuer (determined
pursuant to Section 11(d)), on the date of the occurrence of such Flip-over
Event; (B) the Issuer will thereafter be liable for, and will assume, by virtue
of the occurrence of such Flip-over Event, all the obligations and duties of the
Company pursuant to this Agreement; (C) the term "Company" will thereafter be
deemed to refer to the Issuer; and (D) the Issuer will take such steps
(including without limitation the reservation of a sufficient number of its
Common Shares to permit the exercise of all outstanding Rights) in connection
with such consummation as may be necessary



                                       20

<PAGE>   24



to assure that the provisions hereof are thereafter applicable, as nearly as
reasonably may be possible, in relation to its Common Shares thereafter
deliverable upon the exercise of the Rights.

         (b) For purposes of this Section 13, "Issuer" means (i) in the case of
any Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person
that is the continuing, surviving, resulting or acquiring Person (including the
Company as the continuing or surviving corporation of a transaction described in
Section 13(a)(ii) above), and (ii) in the case of any Flip-over Event described
in Section 13(a)(iii) above, the Person that is the party receiving the greatest
portion of the assets or earning power (including without limitation securities
creating any obligation on the part of the Company and/or any of its
Subsidiaries) transferred pursuant to such transaction or transactions;
PROVIDED, HOWEVER, that, in any such case, (A) if (1) no class of equity
security of such Person is, at the time of such merger, consolidation or
transaction and has been continuously over the preceding 12-month period,
registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a
Subsidiary, directly or indirectly, of another Person, a class of equity
security of which is and has been so registered, the term "Issuer" means such
other Person; and (B) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, a class of equity security of two or more
of which are and have been so registered, the term "Issuer" means whichever of
such Persons is the issuer of the equity security having the greatest aggregate
market value. Notwithstanding the foregoing, if the Issuer in any of the
Flip-over Events listed above is not a corporation or other legal entity having
outstanding equity securities, then, and in each such case, (x) if the Issuer is
directly or indirectly wholly owned by a corporation or other legal entity
having outstanding equity securities, then all references to Common Shares of
the Issuer will be deemed to be references to the Common Shares of the
corporation or other legal entity having outstanding equity securities which
ultimately controls the Issuer, and (y) if there is no such corporation or other
legal entity having outstanding equity securities, (I) proper provision will be
made so that the Issuer creates or otherwise makes available for purposes of the
exercise of the Rights in accordance with the terms of this Agreement, a kind or
kinds of security or securities having a fair market value at least equal to the
economic value of the Common Shares which each holder of a Right would have been
entitled to receive if the Issuer had been a corporation or other legal entity
having outstanding equity securities; and (II) all other provisions of this
Agreement will apply to the issuer of such securities as if such securities were
Common Shares.

         (c) The Company will not consummate any Flip-over Event if, (i) at the
time of or immediately after such Flip-over Event, there are or would be any
rights, warrants, instruments or securities outstanding or any agreements or
arrangements in effect which would eliminate or substantially diminish the
benefits intended to be afforded by the Rights, (ii) prior to, simultaneously
with or immediately after such Flip-over Event, the stockholders of the Person
who constitutes, or would constitute, the Issuer for purposes of Section 13(a)
shall have received a distribution of Rights previously owned by such Person or
any of its Affiliates or Associates, or (iii) the form or nature of the
organization of the Issuer would preclude or limit the exercisability of the
Rights. In addition, the Company will not consummate any Flip-over Event unless
the Issuer has a sufficient number of authorized Common Shares (or other
securities as contemplated in Section 13(b) above) which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless prior to such consummation the Company and the
Issuer have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in subsections (a) and (b) of this



                                       21

<PAGE>   25



Section 13 and further providing that as promptly as practicable after the
consummation of any Flip-over Event, the Issuer will:

                     (A) prepare and file a registration statement under the
         Securities Act with respect to the Rights and the securities issuable
         upon exercise of the Rights on an appropriate form, and use its best
         efforts to cause such registration statement to (1) become effective as
         soon as practicable after such filing and (2) remain effective (with a
         prospectus at all times meeting the requirements of the Securities Act)
         until the Expiration Date;

                     (B) take all such action as may be appropriate under, or to
         ensure compliance with, the securities or "blue sky" laws of the
         various states in connection with the exercisability of the Rights;

                     (C) use its commercially reasonable efforts to list (or
         continue the listing of) the Rights and the securities issuable upon
         exercise of the Rights on a national securities exchange or to meet the
         eligibility requirements for quotation on the Nasdaq Stock Market; and

                     (D) deliver to holders of the Rights historical financial
         statements for the Issuer and each of its Affiliates which comply in
         all respects with the requirements for registration on Form 10 (or any
         alternative or successor form) under the Exchange Act.

         (d) The provisions of this Section 13 will similarly apply to
successive mergers or consolidations or sales or other transfers. In the event
that a Flip-over Event occurs at any time after the occurrence of a Flip-in
Event, except for Rights that have become void pursuant to Section 11(a)(ii),
Rights that shall not have been previously exercised will cease to be
exercisable in the manner provided in Section 11(a)(ii) and will thereafter be
exercisable in the manner provided in Section 13(a).

         14. FRACTIONAL RIGHTS AND FRACTIONAL SECURITIES. (a) The Company will
not be required to issue fractions of Rights or to distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, the Company
will pay as promptly as practicable to the registered holders of the Right
Certificates with regard to which such fractional Rights otherwise would be
issuable, an amount in cash equal to the same fraction of the current market
value of one Right. For the purposes of this Section 14(a), the current market
value of one Right is the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights otherwise would
have been issuable. The closing price for any day is 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



                                       22

<PAGE>   26



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 the Rights are not publicly held or are not so listed or traded,
or are not the subject of available bid and asked quotes, the current market
value of one Right will mean the fair value thereof as determined in good faith
by the Board of Directors of the Company, whose determination will be described
in a statement filed with the Rights Agent.

         (b) The Company will not be required to issue fractions of Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts
pursuant to an appropriate agreement between the Company and a depositary
selected by it, provided that such agreement provides that the holders of such
depositary receipts have all the rights, privileges and preferences to which
they are entitled as beneficial owners of the Preferred Shares represented by
such depositary receipts. In lieu of fractional Preferred Shares that are not
integral multiples of one one-hundredth of a Preferred Share, the Company may
pay to any Person to whom or which such fractional Preferred Shares would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of one Preferred Share. For purposes of this Section 14(b),
the current market value of one Preferred Share is the closing price of the
Preferred Shares (as determined in the same manner as set forth for Common
Shares in the second sentence of Section 11(d)(i)) for the Trading Day
immediately prior to the date of such exercise; PROVIDED, HOWEVER, that if the
closing price of the Preferred Shares cannot be so determined, the closing price
of the Preferred Shares for such Trading Day will be conclusively deemed to be
an amount equal to the closing price of the Common Shares (determined pursuant
to the second sentence of Section 11(d)(i)) for such Trading Day multiplied by
one hundred (as such number may be appropriately adjusted to reflect events such
as stock splits, stock dividends, recapitalizations or similar transactions
relating to the Common Shares occurring after the date of this Agreement);
PROVIDED FURTHER, HOWEVER, that if neither the Common Shares nor the Preferred
Shares are publicly held or listed or admitted to trading on any national
securities exchange, or the subject of available bid and asked quotes, the
current market value of one Preferred Share will mean the fair value thereof as
determined in good faith by the Board of Directors of the Company, whose
determination will be described in a statement filed with the Rights Agent.

         (c) Following the occurrence of a Triggering Event, the Company will
not be required to issue fractions of Common Shares or other securities issuable
upon exercise or exchange of the Rights or to distribute certificates which
evidence any such fractional securities. In lieu of issuing any such fractional
securities, the Company may pay to any Person to whom or which such fractional
securities would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of one such security. For purposes of this
Section 14(c), the current market value of one Common Share or other security
issuable upon the exercise or exchange of Rights is the closing price thereof
(as determined in the same manner as set forth for Common Shares in the second
sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date
of such exercise or exchange; PROVIDED, HOWEVER, that if neither the Common
Shares nor any such other securities are publicly held or listed or admitted to
trading on any



                                       23

<PAGE>   27



national securities exchange, or the subject of available bid and asked quotes,
the current market value of one Common Share or such other security will mean
the fair value thereof as determined in good faith by the Board of Directors of
the Company, whose determination will mean the fair value thereof as will be
described in a statement filed with the Rights Agent.

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

         16. AGREEMENT OF RIGHTS 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 are
         transferable only in connection with the transfer of the Common Shares;

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

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

                  (d) Such holder expressly waives any right to receive any
         fractional Rights and any fractional securities upon exercise or
         exchange of a Right, except as otherwise provided in Section 14.

                  (e) Notwithstanding anything in this Agreement to the
         contrary, neither the Company nor the Rights Agent will have any
         liability to any holder of a Right or other Person as a result of its
         inability to perform any of its obligations under this Agreement



                                       24

<PAGE>   28



         by reason of any preliminary or permanent injunction or other order,
         decree or ruling issued by a court of competent jurisdiction or by a
         governmental, regulatory or administrative agency or commission, or any
         statute, rule, regulation or executive order promulgated or enacted by
         any governmental authority, prohibiting or otherwise restraining
         performance of such obligation; PROVIDED, HOWEVER, that the Company
         will use its best efforts to have any such order, decree or ruling
         lifted or otherwise overturned as soon as possible.

         17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No holder, as
such, of any Right Certificate will be entitled to vote, receive dividends, or
be deemed for any purpose the holder of Preferred Shares or any other securities
of the Company which may at any time be issuable upon the exercise of the Rights
represented thereby, nor will anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of Directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in Section 25), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Right Certificate shall
have been exercised in accordance with the provisions of this Agreement or
exchanged pursuant to the provisions of Section 24.

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

         (b) The Rights Agent will be protected and will incur no liability for
or in respect of any action taken, suffered, or omitted by it in connection with
its administration of this Agreement in reliance upon any Right Certificate or
certificate evidencing Preferred Shares or Common Shares or 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.

         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 is a party, or any corporation succeeding to the corporate trust business
of the Rights Agent or any successor Rights Agent, will 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



                                       25

<PAGE>   29



be eligible for appointment as a successor Rights Agent under the provisions of
Section 21. If at the time such successor Rights Agent succeeds to the agency
created by this Agreement any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and if 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 will have the full force provided in the Right Certificates and in
this Agreement.

         (b) If at any time the name of the Rights Agent changes and at such
time any of the Right Certificates have been countersigned but not delivered,
the Rights Agent may adopt the countersignature under its prior name and deliver
Right Certificates so countersigned; and if at that time any of the Right
Certificates have not 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 will have the full force provided in the
Right Certificates and in this Agreement.

         20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of Right Certificates, by their
acceptance thereof, will 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 will
         be full and complete authorization and protection to the Rights Agent
         as to any action taken or omitted by it in good faith and in accordance
         with such opinion.

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

                  (c) The Rights Agent will be liable hereunder only for its own
         negligence, bad faith or willful misconduct.

                  (d) The Rights Agent will 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 will be deemed to have been made by the Company only.

                  (e) The Rights Agent will not be under any responsibility in
         respect of the validity of this Agreement or the execution and delivery
         hereof (except the due execution



                                       26

<PAGE>   30



         and delivery hereof by the Rights Agent) or in respect of the validity
         or execution of any Right Certificate (except its countersignature
         thereof); nor will it be responsible for any breach by the Company of
         any covenant contained in this Agreement or in any Right Certificate;
         nor will it be responsible for any adjustment required under the
         provisions of Sections 11 or 13 (including any adjustment which results
         in Rights becoming void) or responsible for the manner, method or
         amount of any such adjustment or the ascertaining of the existence of
         facts that would require any such adjustment (except with respect to
         the exercise of Rights evidenced by Right Certificates after actual
         notice of any such adjustment); nor will it by any act hereunder be
         deemed to make any representation or warranty as to the authorization
         or reservation of any shares of stock or other securities to be issued
         pursuant to this Agreement or any Right Certificate or as to whether
         any shares of stock or other securities will, when issued, be duly
         authorized, validly issued, fully paid and nonassessable.

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

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

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

                  (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 will not be answerable or accountable for any act, default,
         neglect or misconduct of any such attorneys or agents or for any loss
         to the Company resulting from any such act, default, neglect or
         misconduct, provided reasonable care was exercised in the selection and
         continued employment thereof. The Rights Agent will not be under any
         duty or responsibility to ensure compliance with any applicable federal
         or state securities laws in connection with the issuance, transfer or
         exchange of Right Certificates.

                  (j) If, with respect to any Right Certificate surrendered to
         the Rights Agent for exercise, transfer, split up, combination or
         exchange, either (i) the certificate attached to the form of assignment
         or form of election to purchase, as the case may be, has either



                                       27

<PAGE>   31



         not been completed or indicates an affirmative response to clause 1 or
         2 thereof, or (ii) any other actual or suspected irregularity exists,
         the Rights Agent will not take any further action with respect to such
         requested exercise, transfer, split up, combination or exchange without
         first consulting with the Company, and will thereafter take further
         action with respect thereto only in accordance with the Company's
         written instructions.

         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
calendar days' notice in writing mailed to the Company and to each transfer
agent of the Preferred Shares or the Common Shares by registered or certified
mail, and to the holders of the Right Certificates by first class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30
calendar 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 Preferred Shares
and the Common Shares by registered or certified mail, and to the holders of the
Right Certificates by first class mail. If the Rights Agent resigns or is
removed or otherwise becomes incapable of acting, the Company will appoint a
successor to the Rights Agent. If the Company fails to make such appointment
within a period of 30 calendar 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 will, 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,
will be a corporation or other legal entity organized and doing business under
the laws of the United States or of the State of New York (or of any other state
of the United States so long as such corporation is authorized to do business as
a banking institution in the State of New York), in good standing, having a
principal office in the State of New York, which is authorized under such laws
to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million. After appointment, the successor Rights Agent will 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 will 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 will file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Preferred Shares or the Common Shares, and mail a notice thereof in writing
to the registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, will 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.

         22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Right Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the Purchase Price per share and the number or kind of securities issuable upon
exercise of the Rights made in accordance with the provisions of this Agreement.
In addition, in connection with the issuance or sale by the Company of Common
Shares following the Distribution Date and prior to the Expiration Date, the
Company (a) will,



                                       28

<PAGE>   32



with respect to Common Shares so issued or sold pursuant to the exercise,
exchange or conversion of securities (other than Rights) issued prior to the
Distribution Date which are exercisable or exchangeable for, or convertible into
Common Shares, and (b) may, in any other case, if deemed necessary, appropriate
or desirable by the Board of Directors of the Company, issue Right Certificates
representing an equivalent number of Rights as would have been issued in respect
of such Common Shares if they had been issued or sold prior to the Distribution
Date, as appropriately adjusted as provided herein as if they had been so issued
or sold; PROVIDED, HOWEVER, that (i) no such Right Certificate will be issued
if, and to the extent that, in its good faith judgment the Board of Directors of
the Company determines that the issuance of such Right Certificate could have a
material adverse tax consequence to the Company or to the Person to whom or
which such Right Certificate otherwise would be issued and (ii) no such Right
Certificate will be issued if, and to the extent that, appropriate adjustment
otherwise has been made in lieu of the issuance thereof.

         23. REDEMPTION. (a) Prior to the Expiration Date, the Board of
Directors of the Company may, at its option, redeem all but not less than all of
the then-outstanding Rights at the Redemption Price at any time prior to the
Close of Business on the Share Acquisition Date. Any such redemption will be
effective immediately upon the action of the Board of Directors of the Company
ordering the same, unless such action of the Board of Directors of the Company
expressly provides that such redemption will be effective at a subsequent time
or upon the occurrence or nonoccurrence of one or more specified events (in
which case such redemption will be effective in accordance with the provisions
of such action of the Board of Directors of the Company).

         (b) Immediately upon the effectiveness of the redemption of the Rights
as provided in Section 23(a), 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 will be to receive the Redemption Price,
without interest thereon. Promptly after the effectiveness of the redemption of
the Rights as provided in Section 23(a), the Company will publicly announce such
redemption and, within 10 calendar days thereafter, will give notice of such
redemption to the holders of the then-outstanding Rights by mailing such notice
to all such holders at their last addresses as they appear upon the registry
books of the Company; PROVIDED, HOWEVER, that the failure to give, or any defect
in, any such notice will not affect the validity of the redemption of the
Rights. Any notice that is mailed in the manner herein provided will be deemed
given, whether or not the holder receives the notice. The notice of redemption
mailed to the holders of Rights will state the method by which the payment of
the Redemption Price will be made. The Company may, at its option, pay the
Redemption Price in cash, Common Shares (based upon the current per share market
price of the Common Shares (determined pursuant to Section 11(d)) at the time of
redemption), or any other form of consideration deemed appropriate by the Board
of Directors of the Company (based upon the fair market value of such other
consideration, determined by the Board of Directors of the Company in good
faith) or any combination thereof. The Company may, at its option, combine the
payment of the Redemption Price with any other payment being made concurrently
to holders of Common Shares and, to the extent that any such other payment is
discretionary, may reduce the amount thereof on account of the concurrent
payment of the Redemption Price. If legal or contractual restrictions prevent
the Company from paying the Redemption Price (in the form of consideration
deemed appropriate by the Board of Directors) at the time of redemption, the
Company will use commercially reasonable efforts to remove all



                                       29

<PAGE>   33



such legal or contractual restrictions as promptly as practicable, including,
without limitation, obtaining any necessary third party consents, and will pay
the Redemption Price, without interest, promptly after such time as the Company
ceases to be so prevented from paying the Redemption Price.

         24. EXCHANGE. (a) The Board of Directors of the Company may, at its
option, at any time after the Share Acquisition Date, exchange all or part of
the then-outstanding and exercisable Rights (which will not include Rights that
have become void pursuant to the provisions of Section 11(a)(ii)) for Common
Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the Record Date (such exchange ratio being hereinafter referred
to as the "Exchange Ratio"). Any such exchange will be effective immediately
upon the action of the Board of Directors of the Company ordering the same,
unless such action of the Board of Directors of the Company expressly provides
that such exchange will be effective at a subsequent time or upon the occurrence
or nonoccurrence of one or more specified events (in which case such exchange
will be effective in accordance with the provisions of such action of the Board
of Directors of the Company). Notwithstanding the foregoing, the Board of
Directors of the Company will not be empowered to effect such exchange at any
time after any Person (other than the Company or any Related Person), who or
which, together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the then-outstanding Common Shares.

         (b) Immediately upon the effectiveness of the exchange of any Rights as
provided in Section 24(a), and without any further action and without any
notice, the right to exercise such Rights will terminate and the only right with
respect to such Rights thereafter of the holder of such Rights will be to
receive that number of Common Shares equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. Promptly after the effectiveness
of the exchange of any Rights as provided in Section 24(a), the Company will
publicly announce such exchange and, within 10 calendar days thereafter, will
give notice of such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent; PROVIDED,
HOWEVER, that the failure to give, or any defect in, such notice will not affect
the validity of such exchange. Any notice that is mailed in the manner herein
provided will be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
Common Shares for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
will 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)) held by each
holder of Rights.

         (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute for any Common Share exchangeable for a Right (i)
equivalent common shares (as such term is used in Section 11(a)(iii)), (ii)
cash, (iii) debt securities of the Company, (iv) other assets, or (v) any
combination of the foregoing, in any event having an aggregate value, as
determined in good faith by the Board of Directors of the Company (whose
determination will be described in a statement filed with the Rights Agent),
equal to the current market value of one Common Share (determined pursuant to
Section 11(d)) on the Trading Day immediately preceding the date of the
effectiveness of the exchange pursuant to this Section 24.



                                       30

<PAGE>   34



         25. NOTICE OF CERTAIN EVENTS. (a) If, after the Distribution Date, the
Company proposes (i) to pay any dividend payable in stock of any class to the
holders of Preferred Shares or to make any other distribution to the holders of
Preferred Shares (other than a regular periodic cash dividend), (ii) to offer to
the holders of Preferred Shares rights, options or warrants to subscribe for or
to purchase any additional Preferred Shares or shares of stock of any class or
any other securities, rights or options, (iii) to effect any reclassification of
its Preferred Shares (other than a reclassification involving only the
subdivision of outstanding Preferred Shares), (iv) to effect any consolidation
or merger into or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one or
more transactions, of assets or earning power (including, without limitation,
securities creating any obligation on the part of the Company and/or any of its
Subsidiaries) representing more than 50% of the assets and earning power of the
Company and its Subsidiaries, taken as a whole, to any other Person or Persons
other than the Company or one or more of its wholly owned Subsidiaries, (v) to
effect the liquidation, dissolution or winding up of the Company, or (vi) to
declare or pay any dividend on the Common Shares payable in Common Shares or to
effect a subdivision, combination or reclassification of the Common Shares then,
in each such case, the Company will give to each holder of a Right Certificate,
to the extent feasible and in accordance with Section 26, a notice of such
proposed action, which specifies the record date for the purposes of such stock
dividend, distribution or offering of rights, options or warrants, or the date
on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution or winding up is to take place and the date of
participation therein by the holders of the Common Shares and/or Preferred
Shares, if any such date is to be fixed, and such notice will be so given, in
the case of any action covered by clause (i) or (ii) above, at least 10 calendar
days prior to the record date for determining holders of the Preferred Shares
for purposes of such action, and, in the case of any such other action, at least
10 calendar days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the Common Shares and/or
Preferred Shares, whichever is the earlier.

         (b) In case any Triggering Event occurs, then, in any such case, the
Company will as soon as practicable thereafter give to the Rights Agent and each
holder of a Right Certificate, in accordance with Section 26, a notice of the
occurrence of such event, which specifies the event and the consequences of the
event to holders of Rights.

         26. NOTICES. (a) 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 will 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:

                           Purina Mills, Inc.
                           1401 S. Hanley Road
                           St. Louis, Missouri  63114
                           Attention:  Secretary

         (b) 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



                                       31

<PAGE>   35



to or on the Rights Agent will 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:

                           [INSERT NAME OF RIGHTS AGENT]

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

                           ----------------------------
                           Attention:
                                     -------------------

         (c) 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 (or,
if prior the Distribution Date, to the holder of any certificate evidencing
Common Shares) will 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.

         27. SUPPLEMENTS AND AMENDMENTS. Prior to the time at which the Rights
cease to be redeemable pursuant to Section 23, and subject to the last sentence
of this Section 27, the Company may in its sole and absolute discretion, and the
Rights Agent will if the Company so directs, supplement or amend any provision
of this Agreement in any respect without the approval of any holders of Rights
or Common Shares. From and after the time at which the Rights cease to be
redeemable pursuant to Section 23, and subject to the last sentence of this
Section 27, the Company may, and the Rights Agent will if the Company so
directs, supplement or amend this Agreement without the approval of any holders
of Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder, or (iv) to supplement or amend the provisions hereunder
in any manner which the Company may deem 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 supplement or amendment shall cause the Rights
again to become redeemable or cause this Agreement again to become
supplementable or amendable otherwise than in accordance with the provisions of
this sentence. Without limiting the generality or effect of the foregoing, this
Agreement may be supplemented or amended to provide for such voting powers for
the Rights and such procedures for the exercise thereof, if any, as the Board of
Directors of the Company may determine to be appropriate. Upon the delivery of a
certificate from an 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 will execute such supplement or amendment; PROVIDED, HOWEVER, that
the failure or refusal of the Rights Agent to execute such supplement or
amendment will not affect the validity of any supplement or amendment adopted by
the Board of Directors of the Company, any of which will be effective in
accordance with the terms thereof. Notwithstanding anything in this Agreement to
the contrary, no supplement or amendment may be made which decreases the stated
Redemption Price to an amount less than $0.01 per Right.

         28. SUCCESSORS; CERTAIN COVENANTS. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent will be
binding on and inure to the benefit of their respective successors and assigns
hereunder.




                                       32

<PAGE>   36



         29. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement will be
construed to give to any Person other than the Company, the Rights Agent, and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares) any legal or equitable right, remedy or claim under
this Agreement. This Agreement will be for the sole and exclusive benefit of the
Company, the Rights Agent, and the registered holders of the Right Certificates
(or prior to the Distribution Date, the Common Shares).

         30. GOVERNING LAW. This Agreement, each Right and each Right
Certificate issued hereunder will be deemed to be a contract made under the
internal substantive laws of the State of Delaware and for all purposes will be
governed by and construed in accordance with the internal substantive laws of
such State applicable to contracts to be made and performed entirely within such
State.

         31. SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement will remain in full force and
effect and will in no way be affected, impaired or invalidated; PROVIDED,
HOWEVER, that nothing contained in this Section 31 will affect the ability of
the Company under the provisions of Section 27 to supplement or amend this
Agreement to replace such invalid, void or unenforceable term, provision,
covenant or restriction with a legal, valid and enforceable term, provision,
covenant or restriction.

         32. DESCRIPTIVE HEADINGS, ETC. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and will not
control or affect the meaning or construction of any of the provisions hereof.
Unless otherwise expressly provided, references herein to Articles, Sections and
Exhibits are to Articles, Sections and Exhibits of or to this Agreement.

         33. DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of this
Agreement, any calculation of the number of Common Shares outstanding at any
particular time, including for purposes of determining the particular percentage
of such outstanding Common Shares of which any Person is the Beneficial Owner,
will be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
General Rules and Regulations under the Exchange Act. The Board of Directors of
the Company will have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board of Directors of the Company or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including without limitation
the right and power to (i) interpret the provisions of this Agreement and (ii)
make all determinations deemed necessary or advisable for the administration of
this Agreement (including any determination as to whether particular Rights
shall have become void). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, any omission with
respect to any of the foregoing) which are done or made by the Board of
Directors of the Company in good faith will (x) be final, conclusive and binding
on the Company, the Rights Agent, the holders of the Rights and all other
parties and (y) not subject the Board of Directors of the Company to any
liability to any Person, including without limitation the Rights Agent and the
holders of the Rights.




                                       33

<PAGE>   37



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


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


[SEAL]

Attest:                                PURINA MILLS, INC.


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


[SEAL]

Attest:                                [INSERT NAME OF RIGHTS AGENT]


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




                                       34

<PAGE>   38



                                                                       EXHIBIT A


                           CERTIFICATE OF DESIGNATION
                                       of
                          SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK
                                       of
                               PURINA MILLS, INC.

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

         Purina Mills, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), DOES HEREBY
CERTIFY:

         That, pursuant to authority vested in the Board of Directors of the
Company by its Amended and Restated Certificate of Incorporation, and pursuant
to the provisions of Section 151 of the General Corporation Law, the Board of
Directors of the Company has adopted the following resolution providing for the
issuance of a series of Preferred Stock:

         RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Company (the "Board of Directors" or the
"Board") by the Amended and Restated Certificate of Incorporation of the
Company, a series of Preferred Stock, par value $.01 per share (the "Preferred
Stock"), of the Company be, and it hereby is, created, and that the designation
and amount thereof and the powers, designations, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:

                            I. DESIGNATION AND AMOUNT

         The shares of such series will be designated as Series A Junior
Participating Preferred Stock (the "Series A Preferred") and the number of
shares constituting the Series A Preferred is 300,000. Such number of shares may
be increased or decreased by resolution of the Board; PROVIDED, HOWEVER, that no
decrease will reduce the number of shares of Series A Preferred 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.

                         II. DIVIDENDS AND DISTRIBUTIONS

         (a) Subject to the rights of the holders of any shares of any series of
Preferred Stock ranking prior to the Series A Preferred with respect to
dividends, the holders of shares of Series A Preferred, in preference to the
holders of Common Stock, par value $.01 per share (the "Common Stock"), of the
Company, and of any other junior stock, will be entitled to receive, when, as
and if declared by the Board out of funds legally available for the purpose,
dividends payable in cash (except as otherwise provided below) on such dates as
are from time to time




                                       A-1

<PAGE>   39



established for the payment of dividends on the Common Stock (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 (the "First Dividend Payment Date"), in an amount per
share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii)
subject to the provision for adjustment hereinafter set forth, one hundred times
the aggregate per share amount of all cash dividends, and one hundred times the
aggregate per share amount (payable in kind) of all non-cash dividends, other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding 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. In the event that the
Company at any time (i) declares a dividend on the outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares
of Common Stock, (iii) combines the outstanding shares of Common Stock into a
smaller number of shares, or (iv) issues any shares of its capital stock in a
reclassification of the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then, in each such case and
regardless of whether any shares of Series A Preferred are then issued or
outstanding, the amount to which holders of shares of Series A Preferred would
otherwise be entitled immediately prior to such event under clause (ii) of the
preceding sentence will 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 will declare a dividend on the Series A Preferred as
provided in the immediately preceding paragraph immediately after it declares a
dividend on the Common Stock (other than a dividend payable in shares of Common
Stock). Each such dividend on the Series A Preferred will be payable immediately
prior to the time at which the related dividend on the Common Stock is payable.

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





                                       A-2

<PAGE>   40



                               III. VOTING RIGHTS

         The holders of shares of Series A Preferred will have the following
voting rights:

                  (a) Subject to the provision for adjustment hereinafter set
         forth, each share of Series A Preferred will entitle the holder thereof
         to one hundred votes on all matters submitted to a vote of the
         stockholders of the Company. In the event the Company at any time (i)
         declares a dividend on the outstanding shares of Common Stock payable
         in shares of Common Stock, (ii) subdivides the outstanding shares of
         Common Stock, (iii) combines the outstanding shares of Common Stock
         into a smaller number of shares, or (iv) issues any shares of its
         capital stock in a reclassification of the outstanding shares of Common
         Stock (including any such reclassification in connection with a
         consolidation or merger in which the Company is the continuing or
         surviving corporation), then, in each such case and regardless of
         whether any shares of Series A Preferred are then issued or
         outstanding, the number of votes per share to which holders of shares
         of Series A Preferred would otherwise be entitled immediately prior to
         such event will be adjusted by multiplying such number by a fraction,
         the numerator of which is the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

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

                  (c) Except as set forth in the Amended and Restated
         Certificate of Incorporation or herein, or as otherwise provided by
         law, holders of shares of Series A Preferred will have no voting
         rights.

                            IV. CERTAIN RESTRICTIONS

         (a) Whenever dividends or other dividends or distributions payable on
the Series A Preferred are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Preferred outstanding have been paid in full, the Company will not:

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

                    (ii) Declare or pay dividends, or make any other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         shares of Series A Preferred, except dividends paid ratably on the
         shares of Series A Preferred and all such parity stock on which
         dividends are payable or




                                       A-3

<PAGE>   41



         in arrears in proportion to the total amounts to which the holders of
         all such shares are then entitled;

                   (iii) Redeem, purchase or otherwise acquire for consideration
         shares of any stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the shares of Series A
         Preferred; PROVIDED, HOWEVER, 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 (either
         as to dividends or upon dissolution, liquidation or winding up) to the
         shares of Series A Preferred; or

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

         (b) The Company will not permit any majority-owned 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 Article IV,
purchase or otherwise acquire such shares at such time and in such manner.

                              V. REACQUIRED SHARES

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

                   VI. LIQUIDATION, DISSOLUTION OR WINDING UP

         Upon any liquidation, dissolution or winding up of the Company, no
distribution will be made (a) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
shares of Series A Preferred unless, prior thereto, the holders of shares of
Series A Preferred have received $100 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment; PROVIDED, HOWEVER, that the holders of shares of Series A
Preferred will be entitled to receive an aggregate amount per share, subject to
the provision for adjustment hereinafter set forth, equal to one hundred 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 (either as to
dividends or upon liquidation, dissolution or winding up) with the shares of
Series A Preferred, except distributions made ratably on the shares of Series A
Preferred and all such parity stock in proportion to the total amounts to which
the holders of all such shares are entitled upon such



                                       A-4

<PAGE>   42



liquidation, dissolution or winding up. In the event the Company at any time (i)
declares a dividend on the outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii)
combines the outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues any shares of its capital stock in a reclassification of the
outstanding shares of Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), then, in each such case and regardless of whether any
shares of Series A Preferred are then issued or outstanding, the aggregate
amount to which each holder of shares of Series A Preferred would otherwise be
entitled immediately prior to such event under the proviso in clause (a) of the
preceding sentence will 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.

                        VII. CONSOLIDATION, MERGER, ETC.

         In the event that the Company enters into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then, in each such case, each share of Series A Preferred will at the
same time be similarly exchanged for or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to one
hundred times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event the Company at any
time (a) declares a dividend on the outstanding shares of Common Stock payable
in shares of Common Stock, (b) subdivides the outstanding shares of Common
Stock, (c) combines the outstanding shares of Common Stock in a smaller number
of shares, or (d) issues any shares of its capital stock in a reclassification
of the outstanding shares of Common Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), then, in each such case and regardless of
whether any shares of Series A Preferred are then issued or outstanding, the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred will 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.

                                VIII. REDEMPTION

         The shares of Series A Preferred are not redeemable.

                                    IX. RANK

         The Series A Preferred rank, with respect to the payment of dividends
and the distribution of assets, junior to all other series of the Company's
Preferred Stock.




                                       A-5

<PAGE>   43



                                  X. AMENDMENT

         Notwithstanding anything contained in the Amended and Restated
Certificate of Incorporation of the Company to the contrary and in addition to
any other vote required by applicable law, the Amended and Restated Certificate
of Incorporation of the Company may not be amended in any manner that would
materially alter or change the powers, preferences or special rights of the
Series A Preferred so as to affect them adversely without the affirmative vote
of the holders of at least 80% of the outstanding shares of Series A Preferred,
voting together as a single series.

         IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Company by its Secretary and attested by its [ ] this ___ day of
__________ 2000.




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

Attest:


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




                                       A-6

<PAGE>   44



                                                                       EXHIBIT B


                            FORM OF RIGHT CERTIFICATE


Certificate No. R-                                           __________ Rights


         NOT EXERCISABLE AFTER ________________ __, 2001 (SUBJECT TO POSSIBLE
         EXTENSION AT THE OPTION OF THE COMPANY'S BOARD OF DIRECTORS) OR EARLIER
         IF REDEEMED, EXCHANGED OR AMENDED. THE RIGHTS ARE SUBJECT TO
         REDEMPTION, EXCHANGE AND AMENDMENT AT THE OPTION OF THE COMPANY, ON THE
         TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES
         SPECIFIED IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY
         OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN
         ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR
         A TRANSFEREE THEREOF MAY BECOME NULL AND VOID.


                                Right Certificate
                               Purina Mills, 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 _______________ __, 2000 (the "Rights Agreement"),
between Purina Mills, Inc., a Delaware corporation (the "Company"), and [INSERT
NAME OF RIGHTS AGENT] (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. (Eastern time) on the Expiration Date (as such
term is defined in the Rights Agreement) at the principal office or offices of
the Rights Agent designated for such purpose, one one- hundredth of a fully paid
nonassessable share of Series A Junior Participating Preferred Stock, par value
$0.01 per share (the "Preferred Shares"), of the Company, at a purchase price of
$100 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase and related Certificate duly executed. If this Right Certificate is
exercised in part, the holder will be entitled to receive upon surrender hereof
another Right Certificate or Right Certificates for the number of whole Rights
not exercised. The number of Rights evidenced by this Right Certificate (and the
number of one one-hundredths of a Preferred Share which may be purchased upon
exercise thereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of the date of the Rights Agreement, based on
the Preferred Shares as constituted at such date.




                                       B-1

<PAGE>   45



         As provided in the Rights Agreement, the Purchase Price and/or the
number and/or kind of securities issuable upon the exercise of the Rights
evidenced by this Right Certificate are subject to adjustment upon the
occurrence of certain events.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Rights Agent,
the Company and the holders of the Right Certificates, which limitations of
rights include the temporary suspension of the exercisability of the Rights
under the circumstances specified in the Rights Agreement. Copies of the Rights
Agreement are on file at the above- mentioned office of the Rights Agent and can
be obtained from the Company without charge upon written request therefor. Terms
used herein with initial capital letters and not defined herein are used herein
with the meanings ascribed thereto in the Rights Agreement.

         Pursuant to the Rights Agreement, from and after the occurrence of a
Flip-in Event, any Rights that are Beneficially Owned by (i) any Acquiring
Person (or any Affiliate or Associate of any Acquiring Person), (ii) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who
becomes a transferee after the occurrence of a Flip-in Event, or (iii) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who
became a transferee prior to or concurrently with the Flip-in Event pursuant to
either (a) a transfer from an 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 (b) a transfer
which the Board of Directors of the Company has determined is part of a plan,
arrangement or understanding which has the purpose or effect of avoiding certain
provisions of the Rights Agreement, and subsequent transferees of any of such
Persons, will be void without any further action and any holder of such Rights
will thereafter have no rights whatsoever with respect to such Rights under any
provision of the Rights Agreement. From and after the occurrence of a Flip-in
Event, no Right Certificate will be issued that represents Rights that are or
have become void pursuant to the provisions of the Rights Agreement, and any
Right Certificate delivered to the Rights Agent that represents Rights that are
or have become void pursuant to the provisions of the Rights Agreement will be
canceled.

         This Right Certificate, with or without other Right Certificates, may
be transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates entitling the holder to purchase a like number of one
one-hundredths of a Preferred Share (or other securities, as the case may be) as
the Right Certificate or Right Certificates surrendered entitled such holder (or
former holder in the case of a transfer) to purchase, upon presentation and
surrender hereof at the principal office of the Rights Agent designated for such
purpose, with the Form of Assignment (if appropriate) and the related
Certificate duly executed.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Company at its option at a redemption
price of $0.01 per Right or may be exchanged in whole or in part. The Rights
Agreement may be supplemented and amended by the Company, as provided therein.




                                       B-2

<PAGE>   46



         The Company is not required to issue fractions of Preferred Shares
(other than fractions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the option of the Company, be evidenced by
depositary receipts) or other securities issuable upon the exercise of any Right
or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares
or other securities, the Company may make a cash payment, as provided in the
Rights Agreement.

         No holder of this Right Certificate, as such, will be entitled to vote
or receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable upon the exercise of the Right or Rights represented hereby, nor will
anything contained herein or in the Rights Agreement 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 have been exercised in accordance with the
provisions of the Rights Agreement.

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

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


[SEAL]


ATTEST:                                         PURINA MILLS, INC.


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



Countersigned:

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

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




                                       B-3

<PAGE>   47



                    Form of Reverse Side of Right Certificate


                               FORM OF ASSIGNMENT
                               ------------------

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


         FOR VALUE RECEIVED, _______________ hereby sells, assigns and transfers
unto
_______________________________________________________________________________
                  (Please print name and address of transferee)

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


Dated:  ____________, ____

                                              _________________________________
                                              Signature

Signature Guaranteed:




                                       B-4

<PAGE>   48



                                   CERTIFICATE
                                   -----------


         The undersigned hereby certifies by checking the appropriate boxes
that:

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

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


Dated:  __________, ____

                                             __________________________________
                                                          Signature




                                       B-5

<PAGE>   49



                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

                      (To be executed if holder desires to
                         exercise the Right Certificate)


To Purina Mills, Inc.:

         The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Right Certificate to purchase the one one-hundredths of a
Preferred Share or other securities issuable upon the exercise of such Rights
and requests that certificates for such securities be issued in the name of and
delivered to:

Please insert social security
or other identifying number:___________________________________________________

_______________________________________________________________________________
                         (Please print name and address)

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

Please insert social security
or other identifying number:___________________________________________________

________________________________________________________________________________
                         (Please print name and address)
_______________________________________________________________________________

Dated:  __________, ____

                                        _______________________________________
                                                        Signature

Signature Guaranteed:




                                       B-6

<PAGE>   50



                                   CERTIFICATE
                                   -----------


         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1) the Rights evidenced by this Right Certificate [ ] are [ ] are not
being exercised by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Person (as such terms are defined pursuant
to the Rights Agreement);

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

Dated:  __________, ____


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




                                     NOTICE

         Signatures on the foregoing Form of Assignment and Form of Election to
Purchase and in the related Certificates must correspond to the name as written
upon the face of this Right Certificate in every particular, without alteration
or enlargement or any change whatsoever.

         Signatures must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved medallion signature program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended.




                                       B-7

<PAGE>   51



                                                                       EXHIBIT C


                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

         On _______________ __, 2000, pursuant to the final confirmation order
entered by the United States Bankruptcy Court for the District of Delaware in
Jointly Administered Case No. 99-3938, Purina Mills, Inc. (the "Company")
effected a distribution of one right (a "Right") for each outstanding share of
Common Stock, par value $0.01 per share (the "Common Shares"), of the Company.
The distribution is payable on [INSERT EFFECTIVE DATE] (the "Record Date") to
the stockholders of record as of the close of business on the Record Date. Each
Right entitles the registered holder thereof to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $0.01 per share (the "Preferred Shares"), of the Company at a price (the
"Purchase Price") of $100 per one one-hundredth of a Preferred Share, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of _______________ __, 2000 (the "Rights Agreement"),
between the Company and [INSERT NAME OF RIGHTS AGENT], as Rights Agent (the
"Rights Agent").

         Under the Rights Agreement, the Rights will be evidenced by the
certificates evidencing Common Shares until the earlier (the "Distribution
Date") of: (i) the close of business on the first date (the "Share Acquisition
Date") of public announcement that a person or group (other than (A) a person
that has beneficial ownership of at least 15% of the outstanding Common Shares
solely as a result of distributions made pursuant to the Bankruptcy Plan (as
defined in the Rights Agreement) on account of Allowed Unsecured Claims (as
defined in the Bankruptcy Plan) held as of the Distribution Record Date (as
defined in the Bankruptcy Plan), (B) Koch Agriculture Company in the event it
purchases and subsequently exercises the Warrant (as defined in the Bankruptcy
Plan), or (C) the Company, a subsidiary or employee benefit or stock ownership
plan of the Company or any of its affiliates or associates), together with its
affiliates and associates, has acquired beneficial ownership of 15% or more of
the outstanding Common Shares (any such person or group being hereinafter called
an "Acquiring Person") or (ii) the close of business on the tenth business day
(or such later date as may be specified by the Board) following the commencement
of a tender offer or exchange offer by a person (other than the Company, a
subsidiary or employee benefit or stock ownership plan of the Company or any of
its affiliates or associates), the consummation of which would result in
beneficial ownership by such person of 15% or more of the outstanding Common
Shares.

         The Rights Agreement provides that, until the Distribution Date, the
Rights may be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
any certificate evidencing Common Shares of the Company issued upon transfer or
new issuance of the Common Shares will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), the surrender for transfer of
any certificates evidencing Common Shares will also constitute the transfer of
the Rights associated with such certificates. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of Common Shares as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights. No Right is exercisable at any time prior to the
Distribution Date. The Rights will expire on (i) the first anniversary of the
Record Date or (ii) such later date as the Board of Directors of the Company, by
resolution adopted prior to the first anniversary of the Record Date, may
establish, but not later than the tenth anniversary of the Record Date (the



                                       C-1

<PAGE>   52



"Final Expiration Date") unless earlier redeemed, exchanged or amended by the
Company as described below. Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, including the right
to vote or to receive dividends.

         The Purchase Price payable, and the number of the Preferred Shares or
other securities issuable, upon exercise of the Rights will be subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or
warrants to subscribe for or purchase the Preferred Shares at a price, or
securities convertible into the Preferred Shares with a conversion price, less
than the then-current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness,
cash (excluding regular periodic cash dividends), assets, stock (excluding
dividends payable in the Preferred Shares) or subscription rights or warrants
(other than those referred to above). The number of outstanding Rights and the
number of one one-hundredths of the Preferred Shares issuable upon exercise of
each Right will be subject to adjustment in the event of a stock dividend on the
Common Shares payable in Common Shares or a subdivision, combination or
reclassification of Common Shares occurring, in any such case, prior to the
Distribution Date.

         Rights will be exercisable to purchase Preferred Shares only after the
Distribution Date occurs and prior to the occurrence of a Flip-in Event as
described below. A Distribution Date resulting from the commencement of a tender
offer or exchange offer described in clause (ii) of the second paragraph of this
summary could precede the occurrence of a Flip-in Event and thus result in the
Rights being exercisable to purchase Preferred Shares. A Distribution Date
resulting from any occurrence described in clause (i) of the second paragraph of
this summary would necessarily follow the occurrence of a Flip-in Event and thus
result in the Rights being exercisable to purchase Common Shares or other
securities as described below.

         Under the Rights Agreement, in the event (a "Flip-in Event") that (i)
any person or group, together with its affiliates and associates, becomes an
Acquiring Person (ii) any Acquiring Person or any affiliate or associate thereof
merges into or combines with the Company and the Company is the surviving
corporation, (iii) any Acquiring Person or any affiliate or associate thereof
effects certain other transactions with the Company, or (iv) during such time as
there is an Acquiring Person the Company effects certain transactions, in each
case as described in the Rights Agreement, then, in each such case, proper
provision will be made so that from and after the later the Distribution Date
and the date of the occurrence of such Flip-in Event each holder of a Right,
other than Rights that are or were owned beneficially by an Acquiring Person
(which, from and after the date of a Flip-in Event, will be void), will have the
right to receive, upon exercise thereof at the then-current exercise price of
the Right, that number of Common Shares (or, under certain circumstances, an
economically equivalent security or securities of the Company) that at the time
of such Flip-in Event have a market value of two times the exercise price of the
Right.

         In the event (a "Flip-over Event") that, at any time after a person has
become an Acquiring Person, (i) the Company merges with or into any person and
the Company is not the surviving corporation, (ii) any person merges with or
into the Company and the Company is the surviving corporation, but all or part
of the Common Shares are changed or exchanged for stock



                                       C-2

<PAGE>   53



or other securities of any other person or cash or any other property, or (iii)
50% or more of the Company's assets or earning power, including securities
creating obligations of the Company, are sold, in each case as described in the
Rights Agreement, then, and in each such case, proper provision will be made so
that each holder of a Right, other than Rights which 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
(or, under certain circumstances, an economically equivalent security or
securities) of such other person that at the time of such Flip-over Event have a
market value of two times the exercise price of the Right.

         From and after the Distribution Date, Rights (other than any Rights
that have become void) will be exercisable as described above, upon payment of
the aggregate exercise price in cash. In addition, at any time after the Share
Acquisition Date and prior to the acquisition by any person or group of
affiliated or associated persons of 50% or more of the outstanding Common
Shares, the Company may exchange the Rights (other than any rights that have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).

         For all purposes of the Rights Agreement, any person that has
beneficial ownership of 15% or more of the then-outstanding Common Shares solely
as a result of distributions made pursuant to the Bankruptcy Plan (as defined in
the Rights Agreement) on account of Allowed Unsecured Claims (as defined in the
Bankruptcy Plan) held as of the Distribution Record Date (as defined in the
Bankruptcy Plan), Koch Agriculture Company in the event it purchases and
subsequently exercises the Warrant (as defined in the Bankruptcy Plan), or any
person that becomes the beneficial owner of 15% or more of the then-outstanding
Common Shares solely as a result of a reduction in the number of Common Shares
outstanding, will not be deemed to have become an Acquiring Person unless and
until such time as (i) such person, or any affiliate or associate of such
person, thereafter becomes the beneficial owner of additional Common Shares
representing 1% or more of the then-outstanding Common Shares or (ii) any other
person that is the beneficial owner of Common Shares representing 1% or more of
the then-outstanding Common Shares thereafter becomes an affiliate or associate
of such person.

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment in the Purchase
Price of at least 1%. The Company will not be required to issue fractional
Preferred Shares (other than fractions that are integral multiples of one
one-hundredth of a Preferred Share, which may, at the option of the Company, be
evidenced by depositary receipts) or fractional Common Shares or other
securities issuable upon the exercise of Rights. In lieu of issuing such
securities, the Company may make a cash payment, as provided in the Rights
Agreement.

         The Company may, at its option, redeem the Rights in whole, but not in
part, at a price of $0.01 per Right, subject to adjustment (the "Redemption
Price"), at any time prior to the close of business on the Share Acquisition
Date. 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.

         The Rights Agreement may be amended by the Company without the approval
of any holders of Rights Certificates, including amendments that increase or
decrease the Purchase Price, that add other events requiring adjustment to the
Purchase Price payable and the number of



                                       C-3

<PAGE>   54


the Preferred Shares or other securities issuable upon the exercise of the
Rights or that modify procedures relating to the redemption of the Rights,
except that no amendment may be made that decreases the stated Redemption Price
to an amount less than $0.01 per Right.

         The Board will have the exclusive power and authority to administer the
Rights Agreement and to exercise all rights and powers specifically granted to
the Board or to the Company therein, or as may be necessary or advisable in the
administration of the Rights Agreement, including without limitation the right
and power to interpret the provisions of the Rights Agreement and to make all
determinations deemed necessary or advisable for the administration of the
Rights Agreement (including any determination to redeem or not redeem the Rights
or to amend or not amend the Rights Agreement). All such actions, calculations,
interpretations and determinations (including any omission with respect to any
of the foregoing) which are done or made by the Board in good faith will be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties and will not subject the Board to any liability
to any person, including without limitation the Rights Agent and the holders of
the Rights.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 10. A copy
of the Rights Agreement is available free of charge from the Company.

         This summary description of the Rights is as of the Record Date, does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by this reference.





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