<PAGE>   1



                                RIGHTS AGREEMENT



                  RIGHTS AGREEMENT, dated as of April  , 2000 (the "Agreement"),
between ScreamingMedia Inc., a Delaware corporation (the "Company"), and
[          ], a banking corporation (the "Rights Agent").


                               W I T N E S S E T H

                  WHEREAS, on [ ], 2000 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared a dividend
distribution of one Right (as hereinafter defined) for each share of common
stock, par value $0.01 per share, of the Company (the "Common Stock")
outstanding at the close of business on the date of the consummation of the
initial public offering of the Common Stock of the Company (the "Record Date"),
and has authorized the issuance of one Right (as such number may hereinafter be
adjusted pursuant to the provisions of Section 11(p) hereof) for each share of
Common Stock of the Company issued between the Record Date (whether originally
issued or delivered from the Company's treasury) and the Distribution Date (as
hereinafter defined) each Right initially representing the right to purchase one
one-hundredth of a share of Series A Junior Participating Preferred Stock of the
Company (the "Preferred Stock") having the rights, powers and preferences set
forth in the form of Certificate of Designation,
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Preferences and Rights attached hereto as Exhibit A, upon the terms and subject
to the conditions hereinafter set forth (the "Rights");

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

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

                           (a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person, shall be,
following the consummation of the initial public offering, the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company, or of any Subsidiary of the Company, or any Person
or entity organized, appointed or established by the Company for or pursuant to
the terms of any such plan, (iv) any Person who becomes the Beneficial Owner of
fifteen percent (15%) or more of the shares of Common Stock then outstanding as
a result of a reduction in the number of shares of Common Stock outstanding due
to the repurchase of shares of Common Stock by the Company unless and until such
Person, after becoming aware that such Person has become the Beneficial Owner of
fifteen percent (15%) or more of the then outstanding shares of Common Stock,
acquires beneficial ownership of additional shares of Common Stock representing
one percent (1%) or more of


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the shares of Common Stock then outstanding, (v) any Person who owns 15% or more
of the then outstanding shares of Common Stock upon the consummation of the
initial public offering of the Common Stock of the Company, unless and until
such Person shall purchase or otherwise become the Beneficial Owner of
additional shares of Common Stock constituting 5% or more of the shares of
Common Stock then outstanding, or (vi) any such Person who has reported or is
required to report such ownership (but less than 20%) on Schedule 13G under the
Securities and Exchange Act of 1934, as amended and in effect on the date of the
Agreement (the "Exchange Act") (or any comparable or successor report) or on
Schedule 13D under the Exchange Act (or any comparable or successor report)
which Schedule 13D does not state any intention to or reserve the right to
control or influence the management or policies of the Company or engage in any
of the actions specified in Item 4 of such schedule (other than the disposition
of the Common Stock) and, within 10 Business Days of being requested by the
Company to advise it regarding the same, certifies to the Company that such
Person acquired shares of Common Stock in excess of 14.9% inadvertently or
without knowledge of the terms of the Rights and who, together with all
Affiliates and Associates, thereafter does not acquire additional shares of
Common Stock while the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding; provided, however, that if the Person


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requested to so certify fails to do so within 10 Business Days, then such Person
shall become an Acquiring Person immediately after such 10-Business-Day period.

                           (b) "Act" shall mean the Securities Act of 1933.

                           (c) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act.

                           (d) A Person shall be deemed the "Beneficial Owner"
of, and shall be deemed to "beneficially own," any securities:

                               (i) which such Person or any of such Person's
          Affiliates or Associates, 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, rights, warrants or options, or
          otherwise; provided, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "beneficially own," (A) securities
          tendered pursuant to a tender or exchange offer made by such Person or
          any of such Person's Affiliates or Associates until such tendered
          securities are accepted for purchase or exchange, (B) securities
          issuable upon exercise of Rights at any time prior to the occurrence
          of a Triggering


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         Event (as hereinafter defined), or (C) securities issuable upon
         exercise of Rights from and after the occurrence of a Triggering Event
         which Rights were acquired by such Person or any of such Person's
         Affiliates or Associates prior to the Distribution Date (as hereinafter
         defined) or pursuant to Section 3(a) or Section 22 hereof (the
         "Original Rights") or pursuant to Section 11(i) hereof in connection
         with an adjustment made with respect to any Original Rights;

                               (ii) which such Person or any of such Person's
          Affiliates or Associates, directly or indirectly, has the right to
          vote or dispose of or has "beneficial ownership" of (as determined
          pursuant to Rule 13d-3 of the General Rules and Regulations under the
          Exchange Act), including pursuant to any agreement, arrangement or
          understanding, whether or not in writing; provided, however, that a
          Person shall not be deemed the "Beneficial Owner" of, or to
          "beneficially own," any security under this subparagraph (ii) as a
          result of an agreement, arrangement or understanding to vote such
          security if such agreement, arrangement or understanding: (A) arises
          solely from a revocable proxy given in response to a public proxy or
          consent solicitation made pursuant to, and in accordance with, the
          applicable provisions of the General Rules and Regulations under the
          Exchange


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         Act, (B) is not reportable by such Person on Schedule 13D under the
         Exchange Act (or any comparable or successor report) and (C) does not
         constitute a trust, proxy, power of attorney or other device with the
         purpose or effect of allowing two or more persons, acting in concert,
         to avoid being deemed "beneficial owners" of such security or otherwise
         avoid the status of "Acquiring Person" under the terms of this
         Agreement or as part of a plan or scheme to evade the reporting
         requirements under Schedule 13D or Section 13(d) or 13(g) of the
         Exchange Act; or

                               (iii) which are beneficially owned, directly or
         indirectly, by any other Person (or any Affiliate or Associate thereof)
         with which such Person (or any of such Person's Affiliates or
         Associates) has any agreement, arrangement or understanding (whether or
         not in writing), for the purpose of acquiring, holding, voting (except
         pursuant to a revocable proxy as described in the proviso to
         subparagraph (ii) of this paragraph (d)) or disposing of any voting
         securities of the Company; provided, however, that nothing in this
         paragraph (d) shall 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


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         a firm commitment underwriting until the expiration of forty days after
         the date of such acquisition, and then only if such securities continue
         to be owned by such Person at such expiration of forty days and
         provided further, however, that any stockholder of the Company, with
         affiliate(s), associate(s) or other person(s) who may be deemed
         representatives of it serving as director(s) of the Company, shall not
         be deemed to beneficially own securities held by other Persons as a
         result of (i) persons affiliated or otherwise associated with such
         stockholder serving as directors or taking any action in connection
         therewith, (ii) discussing the status of its shares with the Company or
         other stockholders of the Company similarly situated or (iii) voting or
         acting in a manner similar to other stockholders similarly situated,
         absent a specific finding by the Board of Directors of an express
         agreement among such stockholders to act in concert with one another as
         stockholders so as to cause, in the good faith judgment of the Board of
         Directors, each such stockholder to be the Beneficial Owner of the
         shares held by the other stockholder(s).

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


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

                               (g) "Common Stock" shall mean the common stock,
          par value $0.01 per share, of the Company, except that "Common Stock"
          when used with reference to any Person other than the Company shall
          mean the capital stock of such Person with the greatest voting power,
          or the equity securities or other equity interest having power to
          control or direct the management, of such Person.

                               (h) "Common Stock Equivalents" shall have the
          meaning set forth in Section 11(a)(iii) hereof.

                               (i) "Current Market Price" shall have the meaning
          set forth in Section 11(d)(i) hereof.

                               (j) "Current Value" shall have the meaning set
          forth in Section 11(a)(iii) hereof.

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

                               (l) "Equivalent Preferred Stock" shall have the
          meaning set forth in Section 11(b) hereof.


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                               (m) "Exchange Act" shall mean the Securities and
          Exchange Act of 1934.

                               (n) "Exchange Ratio" shall have the meaning set
          forth in Section 24 hereof.

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

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

                               (q) "Person" shall mean any individual, firm,
          corporation, partnership or other entity.

                               (r) "Preferred Stock" shall mean shares of Series
          A Junior Participating Preferred Stock, par value $0.01 per share, of
          the Company, and, to the extent that there are not a sufficient number
          of shares of Series A Junior Participating Preferred Stock authorized
          to permit the full exercise of the Rights, any other series of
          preferred stock of the Company designated for such purpose containing
          terms substantially similar to the terms of the Series A Junior
          Participating Preferred Stock.

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

                               (t) "Purchase Price" shall have the meaning set
          forth in Section 4(a) hereof.


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                               (u) "Qualified Offer" shall have the meaning set
          forth in Section 11(a)(ii) hereof.

                               (v) "Record Date" shall have the meaning set
          forth in the WHEREAS clause at the beginning of this Agreement.

                               (w) "Rights" shall have the meaning set forth in
          the WHEREAS clause at the beginning of this Agreement.

                               (x) "Rights Agent" shall have the meaning set
          forth in the parties clause at the beginning of this Agreement.

                               (y) "Rights Certificate" shall have the meaning
          set forth in Section 3(a) hereof.

                               (z) "Rights Dividend Declaration Date" shall have
          the meaning set forth in the WHEREAS clause at the beginning of this
          Agreement.

                               (aa) "Section 11(a)(ii) Event" shall mean any
          event described in Section 11(a)(ii) hereof.

                               (ab) "Section 13 Event" shall mean any event
          described in clauses (x), (y) or (z) of Section 13(a) hereof.

                               (ac) "Spread" shall have the meaning set forth in
          Section 11(a)(ii- i) hereof.

                               (ad) "Stock Acquisition Date" shall mean the
          first date of public announcement (which, for purposes of this
          definition, shall include, without


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          limitation, a report filed or amended pursuant to Section 13(d) under
          the Exchange Act) by the Company or an Acquiring Person that an
          Acquiring Person has become such other than pursuant to a Qualified
          Offer.

                               (ae) "Subsidiary" shall mean, with reference to
          any Person, any corporation of which an amount of voting securities
          sufficient to elect at least a majority of the directors of such
          corporation is beneficially owned, directly or indirectly, by such
          Person, or otherwise controlled by such Person.

                               (af) "Substitution Period" shall have the meaning
          set forth in Section 11(a)(iii) hereof.

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

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

                               (ai) "Triggering Event" shall mean any Section
          11(a)(ii) Event or any Section 13 Event.

                  Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Stock) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company


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may from time to time appoint such co-rights agents as it may deem necessary or
desirable.

                  Section 3. Issuance of Rights Certificates.

                               (a) Until the earlier of (i) the close of
         business on the tenth Business Day after the Stock Acquisition Date
         (or, if the tenth Business Day after the Stock Acquisition Date occurs
         before the Record Date, the close of business on the Record Date), or
         (ii) the close of business on the tenth Business Day (or such later
         date as the Board shall determine) after the date that a tender or
         exchange offer by any Person (other than the Company, any Subsidiary of
         the Company, any employee benefit plan of the Company or of any
         Subsidiary of the Company, or any Person or entity organized, appointed
         or established by the Company for or pursuant to the terms of any such
         plan) is first published or sent or given within the meaning of Rule
         14d-2(a) of the General Rules and Regulations under the Exchange Act,
         if upon consummation thereof, such Person would become an Acquiring
         Person, in either instance other than pursuant to a Qualified Offer
         (the earlier of (i) and (ii) being herein referred to as the
         "Distribution Date"), (x) the Rights will be evidenced (subject to the
         provisions of paragraph (b) of this Section 3) by the certificates for
         the Common Stock registered in the names of the holders of the Common
         Stock (which certificates for Common Stock shall be deemed also to be
         certificates for Rights) and not by separate certificates, and (y) the
         Rights will be transferable only in connection


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         with the transfer of the underlying shares of Common Stock (including a
         transfer to the Company). As soon as practicable after the Distribution
         Date, the Rights Agent will send by first-class, insured,
         postage-prepaid mail, to each record holder of the Common Stock as of
         the close of business on the Distribution Date, at the address of such
         holder shown on the records of the Company, one or more right
         certificates, in substantially the form of Exhibit B hereto (the
         "Rights Certificates"), evidencing one Right for each share of Common
         Stock so held, subject to adjustment as provided herein. In the event
         that an adjustment in the number of Rights per share of Common Stock
         has been made pursuant to Section 11(p) hereof, at the time of
         distribution of the Rights Certificates, the Company shall make the
         necessary and appropriate rounding adjustments (in accordance with
         Section 14(a) hereof) so that Rights Certificates representing only
         whole numbers of Rights are distributed and cash is paid in lieu of any
         fractional Rights. As of and after the Distribution Date, the Rights
         will be evidenced solely by such Rights Certificates.

                               (b) The Company will make available, as promptly
         as practicable following the Record Date, a copy of a Summary of
         Rights, in substantially the form attached hereto as Exhibit C (the
         "Summary of Rights") to any holder Rights who may so request from time
         to time prior to the Expiration Date (as such term is defined in
         Section 7(a) hereof). With respect to certificates for the Common Stock
         outstanding as of the Record Date, until the Distribution Date, the
         Rights will


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         be evidenced by such certificates for the Common Stock and the
         registered holders of the Common Stock shall also be the registered
         holders of the associated Rights. Until the earlier of the Distribution
         Date or the Expiration Date, the transfer of any certificates
         representing shares of Common Stock in respect of which Rights have
         been issued shall also constitute the transfer of the Rights associated
         with such shares of Common Stock.

                               (c) Rights shall be issued in respect of all
         shares of Common Stock which are issued (whether originally issued or
         from the Company's treasury) after the Record Date but prior to the
         earlier of the Distribution Date or the Expiration Date. Certificates
         representing such shares of Common Stock shall also be deemed to be
         certificates for Rights, and shall bear the following legend:


                           This certificate also evidences and entitles the
                  holder hereof to certain Rights as set forth in the Rights
                  Agreement between SCREAMINGMEDIA INC. (the "Company") and
                  the Rights Agent thereunder (the "Rights Agreement"), the
                  terms of which are hereby incorporated herein by reference and
                  a copy of which is on file at the principal offices of the
                  Company. Under certain circumstances, as set forth in the
                  Rights Agreement, such Rights will be evidenced by separate
                  certificates and will no longer be evidenced by this
                  certificate. The Company 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 set
                  forth in the Rights Agreement, Rights issued to, or held by,
                  any Person who is, was or becomes an Acquiring Person or any
                  Affiliate or Associate thereof (as such terms are defined in
                  the Rights Agreement), whether currently held by or on behalf
                  of such Person or by any subsequent holder, may become null
                  and void.



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With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock represented by such certificates shall be
evidenced by such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the transfer
of any of such certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.

                  Section 4. Form of Rights Certificates.

                               (a) The Rights Certificates (and the forms of
         election to purchase and of assignment to be printed on the reverse
         thereof) shall each be substantially in the form set forth in Exhibit B
         hereto and may have such marks of identification or designation and
         such legends, summaries or endorsements printed thereon as the Company
         may deem appropriate 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 on which the Rights may from time
         to time be listed, or to conform to usage. Subject to the provisions of
         Section 11 and Section 22 hereof, the Rights Certificates, whenever
         distributed, shall be dated as of the Record Date and on their face
         shall entitle the holders thereof to purchase such number of one
         one-hundredths of a share of Preferred Stock as shall be set forth
         therein at the price equal


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         to the product of four times the average closing price of the Common
         Stock for the first five days of trading subsequent to the consummation
         of the initial public offering of the Common Stock, per one
         one-hundredth of a share (the "Purchase Price"), but the amount and
         type of securities purchasable upon the exercise of each Right and the
         Purchase Price thereof shall be subject to adjustment as provided
         herein.

                               (b) Any Rights Certificate issued pursuant to
         Section 3(a), Section 11(i) or Section 22 hereof that represents Rights
         beneficially owned by: (i) an Acquiring Person or any Associate or
         Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring
         Person (or of any such Associate or Affiliate) who becomes a transferee
         after the Acquiring Person becomes such, or (iii) a transferee of an
         Acquiring Person (or of any such Associate or Affiliate) who becomes a
         transferee prior to or concurrently with the Acquiring Person becoming
         such and receives such Rights pursuant to either (A) a transfer
         (whether or not for consideration) from the Acquiring Person to holders
         of equity interests in such Acquiring Person or to any Person with whom
         such Acquiring Person 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 as a primary purpose or effect
         avoidance of Section 7(e) hereof, and any Rights Certificate issued
         pursuant to Section 6 or


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         Section 11 hereof upon transfer, exchange, replacement or adjustment of
         any other Rights Certificate referred to in this sentence, shall
         contain (to the extent feasible) the following legend:

                  The Rights represented by this Rights Certificate are or were
                  beneficially owned by a Person who was or became an Acquiring
                  Person or an Affiliate or Associate of an Acquiring Person (as
                  such terms are defined in the Rights Agreement). Accordingly,
                  this Rights Certificate and the Rights represented hereby may
                  become null and void in the circumstances specified in Section
                  7(e) of the Rights Agreement.

                  Section 5. Countersignature and Registration.

                               (a) The Rights Certificates shall be executed on
         behalf of the Company by its Chairman of the Board, its Chief Executive
         Officer, its President or any Vice President, either manually or by
         facsimile signature, and shall have affixed thereto the Company's seal
         or a facsimile thereof which shall be attested by the Secretary or an
         Assistant Secretary of the Company, either manually or by facsimile
         signature. The Rights Certificates shall be countersigned by the Rights
         Agent, either manually or by facsimile signature, and shall not be
         valid for any purpose unless so countersigned. In case any officer of
         the Company who shall have signed any of the Rights Certificates shall
         cease to be such officer of the Company before countersignature by the
         Rights Agent and issuance and delivery by the Company, such Rights
         Certificates, nevertheless, may be countersigned by the Rights Agent
         and issued and delivered by the Company with the same force and


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         effect as though the person who signed such Rights Certificates had not
         ceased to be such officer of the Company; and any Rights Certificates
         may be signed on behalf of the Company by any person who, at the actual
         date of the execution of such Rights Certificate, shall be a proper
         officer of the Company to sign such Rights Certificate, although at the
         date of the execution of this Rights Agreement any such person was not
         such an officer.

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

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

                               (a) Subject to the provisions of Section 4(b),
         Section 7(e) and Section 14 hereof, at any time after the close of
         business on the Distribution Date, and at or prior to the close of
         business on the Expiration Date, any Rights Certificate or Certificates
         (other than Rights Certificates representing Rights that may have been
         exchanged pursuant to Section 24 hereof) may be transferred, split up,
         combined or

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         exchanged for another Rights Certificate or Certificates, entitling the
         registered holder to purchase a like number of one one-hundredths of a
         share of Preferred Stock (or, following a Triggering Event, Common
         Stock, other securities, cash or other assets, as the case may be) as
         the Rights Certificate or Certificates surrendered then entitles 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 Rights Certificate or Certificates shall make such request in
         writing delivered to the Rights Agent, and shall surrender the Rights
         Certificate or Certificates to be transferred, split up, combined or
         exchanged at the principal office or offices of the Rights Agent
         designated for such purpose. Neither the Rights Agent nor the Company
         shall be obligated to take any action whatsoever with respect to the
         transfer of any such surrendered Rights Certificate until the
         registered holder shall have completed and signed the certificate
         contained in the form of assignment on the reverse side of such Rights
         Certificate and shall have provided such additional evidence of the
         identity of the Beneficial Owner (or former Beneficial Owner) or
         Affiliates or Associates thereof as the Company shall reasonably
         request. Thereupon the Rights Agent shall, subject to Section 4(b),
         Section 7(e), Section 14 hereof and Section 24 hereof, countersign and
         deliver to the Person entitled thereto a Rights Certificate or Rights
         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


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         imposed in connection with any transfer, split up, combination or
         exchange of Rights 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 Rights Certificate, and, in case of
         loss, theft or destruction, of indemnity or security reasonably
         satisfactory to them, and 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 Rights Certificate if
         mutilated, the Company will execute and deliver a new Rights
         Certificate of like tenor to the Rights Agent for countersignature and
         delivery to the registered owner in lieu of the Rights Certificate so
         lost, stolen, destroyed or mutilated.

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


                               (a) Subject to Section 7(e) hereof, at any time
         after the Distribution Date the registered holder of any Rights
         Certificate may exercise the Rights evidenced thereby (except as
         otherwise provided herein including, without limitation, the
         restrictions on exercisability set forth in Section 9(c), Section
         11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender
         of the Rights Certificate, with the form of election to purchase and
         the certificate on the reverse side thereof duly executed, to the
         Rights Agent at the principal office or offices of


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         the Rights Agent designated for such purpose, together with payment of
         the aggregate Purchase Price with respect to the total number of one
         one-hundredths of a share (or other securities, cash or other assets,
         as the case may be) as to which such surrendered Rights are then
         exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City
         time, on the tenth anniversary of the date of the consummation of the
         initial public offering of the Common Stock of the Company, or such
         later date as may be established by the Board of Directors prior to the
         expiration of the Rights (such date, as it may be extended by the
         Board, the ("Final Expiration Date"), or (ii) the time at which the
         Rights are redeemed or exchanged as provided in Section 23 and Section
         24 hereof (the earlier of (i) and (ii) being herein referred to as the
         "Expiration Date").

                               (b) The Purchase Price for each one one-hundredth
         of a share of Preferred Stock pursuant to the exercise of a Right shall
         initially be the amount equal to the product of four times the average
         daily closing price of the Common Stock for the first five days of
         trading subsequent to the consummation of the initial public offering
         of the Common Stock, and shall be subject to adjustment from time to
         time as provided in Section 11 and Section 13(a) hereof and shall be
         payable in accordance with paragraph (c) below.

                               (c) Upon receipt of a Rights Certificate
         representing exercisable Rights, with the form of election to purchase
         and the certificate duly


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         executed, accompanied by payment, with respect to each Right so
         exercised, of the Purchase Price per one one-hundredth of a share of
         Preferred Stock (or other shares, securities, cash or other assets, as
         the case may be) to be purchased as set forth below and an amount equal
         to any applicable transfer tax, the Rights Agent shall, subject to
         Section 20(k) hereof, thereupon promptly (i) (A) requisition from any
         transfer agent of the shares of Preferred Stock (or make available, if
         the Rights Agent is the transfer agent for such shares) certificates
         for the total number of one one-hundredths of a share of Preferred
         Stock to be purchased and the Company hereby irrevocably authorizes its
         transfer agent to comply with all such requests, or (B) if the Company
         shall have elected to deposit the total number of shares of Preferred
         Stock 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 share of Preferred
         Stock as are to be purchased (in which case certificates for the shares
         of Preferred Stock represented by such receipts shall be deposited by
         the transfer agent with the depositary agent) and the Company will
         direct the depositary agent to comply with such request, (ii)
         requisition from the Company the amount of cash, if any, to be paid in
         lieu of fractional shares in accordance with Section 14 hereof, (iii)
         after receipt of such certificates or depositary receipts, cause the
         same to be delivered to or, upon the order of the registered holder of
         such Rights Certificate, registered in such name or names as may be
         designated by such holder, and (iv) after


                                       22
<PAGE>   23
         receipt thereof, deliver such cash, if any, to or upon the order of the
         registered holder of such Rights Certificate. The payment of the
         Purchase Price (as such amount may be reduced pursuant to Section
         11(a)(iii) hereof) shall be made in cash or by certified bank check or
         bank draft payable to the order of the Company or shares of Common
         Stock (having a value determined pursuant to Section 11(a)(iii)
         hereof). In the event that the Company is obligated to issue other
         securities (including Common Stock) of the Company, pay cash and/or
         distribute other property pursuant to Section 11(a) hereof, the Company
         will make all arrangements necessary so that such other securities,
         cash and/or other property are available for distribution by the Rights
         Agent, if and when appropriate. The Company reserves the right to
         require prior to the occurrence of a Triggering Event that, upon any
         exercise of Rights, a number of Rights be exercised so that only whole
         shares of Preferred Stock would be issued.

                               (d) In case the registered holder of any Rights
         Certificate shall exercise less than all the Rights evidenced thereby,
         a new Rights Certificate evidencing Rights equivalent to the Rights
         remaining unexercised shall be issued by the Rights Agent and delivered
         to, or upon the order of, the registered holder of such Rights
         Certificate, registered in such name or names as may be designated by
         such holder, subject to the provisions of Section 14 hereof.

                               (e) Notwithstanding anything in this Agreement to
         the contrary, from and after the first occurrence of a Section
         11(a)(ii) Event, any Rights


                                       23
<PAGE>   24
         beneficially owned by (i) an Acquiring Person or an Associate or
         Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring
         Person (or of any such Associate or Affiliate) who becomes a transferee
         after the Acquiring Person becomes such, or (iii) a transferee of an
         Acquiring Person (or of any such Associate or Affiliate) who becomes a
         transferee prior to or concurrently with the Acquiring Person becoming
         such and receives such Rights pursuant to either (A) a transfer
         (whether or not for consideration) from the Acquiring Person to holders
         of equity interests in such Acquiring Person or to any Person with whom
         the Acquiring Person 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 as a primary purpose or effect
         the avoidance of this Section 7(e), shall become null and void without
         any further action and no holder of such Rights shall have any rights
         whatsoever with respect to such Rights, whether under any provision of
         this Agreement or otherwise. The Company shall use all reasonable
         efforts to insure that the provisions of this Section 7(e) and Section
         4(b) hereof are complied with, but shall have no liability to any
         holder of Rights 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.


                                       24
<PAGE>   25
                               (f) Notwithstanding anything in this Agreement to
         the contrary, neither the Rights Agent nor the Company shall be
         obligated to undertake any action with respect to a registered holder
         upon the occurrence of any purported exercise as set forth in this
         Section 7 unless such registered holder shall have (i) completed and
         signed the certificate contained in the form of election to purchase
         set forth on the reverse side of the Rights Certificate surrendered for
         such exercise, and (ii) provided such additional evidence of the
         identity of the Beneficial Owner (or former Beneficial Owner) or
         Affiliates or Associates thereof as the Company shall reasonably
         request.

                  Section 8. Cancellation and Destruction of Rights
Certificates. All Rights Certificates surrendered for the purpose of exercise,
transfer, split-up, combination or exchange shall, if surrendered to the Company
or any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all cancelled Rights Certifi-


                                       25
<PAGE>   26
cates to the Company, or shall, at the written request of the Company, destroy
such cancelled Rights Certificates, and in such case shall deliver a certificate
of destruction thereof to the Company.

                  Section 9. Reservation and Availability of Capital Stock.

                               (a) The Company covenants and agrees that it will
         cause to be reserved and kept available out of its authorized and
         unissued shares of Preferred Stock (and, following the occurrence of a
         Triggering Event, out of its authorized and unissued shares of Common
         Stock and/or other securities or out of its authorized and issued
         shares held in its treasury), the number of shares of Preferred Stock
         (and, following the occurrence of a Triggering Event, Common Stock
         and/or other securities) that, as provided in this Agreement including
         Section 11(a)(iii) hereof, will be sufficient to permit the exercise in
         full of all outstanding Rights.

                               (b) So long as the shares of Preferred Stock
         (and, following the occurrence of a Triggering Event, Common Stock
         and/or other securities) issuable and deliverable upon the exercise of
         the Rights may be listed on any national securities exchange, the
         Company shall use its best efforts to cause, from and after such time
         as the Rights become exercisable, all shares reserved for such issuance
         to be listed on such exchange upon official notice of issuance upon
         such exercise.

                               (c) The Company shall use its best efforts to (i)
         file, as soon as practicable following the earliest date after the
         first occurrence of a Section


                                       26
<PAGE>   27
         11(a)(ii) Event on which the consideration to be delivered by the
         Company upon exercise of the Rights has been determined in accordance
         with Section 11(a)(iii) hereof, a registration statement under the Act,
         with respect to the securities purchasable upon exercise of the Rights
         on an appropriate form, (ii) cause such registration statement to
         become effective as soon as practicable after such filing, and (iii)
         cause such registration statement to remain effective (with a
         prospectus at all times meeting the requirements of the Act) until the
         earlier of (A) the date as of which the Rights are no longer
         exercisable for such securities, and (B) the date of the expiration of
         the Rights. The Company 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 not to exceed ninety (90) days after the date set
         forth in clause (i) of the first sentence of this Section 9(c), the
         exercisability of the Rights in order to prepare and file such
         registration statement and permit it to become effective. Upon any such
         suspension, the Company shall issue a public announcement stating that
         the exercisability of the Rights has been temporarily suspended, as
         well as a public announcement at such time as the suspension has been
         rescinded. In addition, if the Company shall determine that a
         registration statement is required following the Distribution Date, the
         Company may temporarily suspend the exercisability of the Rights until
         such time as a registration statement has been


                                       27
<PAGE>   28
         declared effective. Notwithstanding any provision of this Agreement to
         the contrary, the Rights shall not be exercisable in any jurisdiction
         if the requisite qualification in such jurisdiction shall not have been
         obtained, the exercise thereof shall not be permitted under applicable
         law, or a registration statement shall not have been declared
         effective.

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

                               (e) The Company further covenants and agrees that
         it will pay when due and payable any and all federal and state transfer
         taxes and charges which may be payable in respect of the issuance or
         delivery of the Rights Certificates and of any certificates for a
         number of one one-hundredths of a share of Preferred Stock (or Common
         Stock and/or other securities, as the case may be) upon the exercise of
         Rights. The Company shall not, however, be required to pay any transfer
         tax which may be payable in respect of any transfer or delivery of
         Rights Certificates to a Person other than, or the issuance or delivery
         of a number of one one-hundredths of a share of Preferred Stock (or
         Common Stock and/or other securities, as the case


                                       28
<PAGE>   29
         may be) in respect of a name other than that of the registered holder
         of the Rights Certificates evidencing Rights surrendered for exercise
         or to issue or deliver any certificates for a number of one
         one-hundredths of a share of Preferred Stock (or Common Stock and/or
         other securities, as the case may be) in a name other than that of the
         registered holder upon the exercise of any Rights until such tax shall
         have been paid (any such tax being payable by the holder of such Rights
         Certificate at the time of surrender) or until it has been established
         to the Company's satisfaction that no such tax is due.

                  Section 10. Preferred Stock Record Date. Each person in whose
name any certificate for a number of one one-hundredths of a share of Preferred
Stock (or Common Stock and/or other securities, as the case may be) is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of such fractional shares of Preferred Stock (or Common Stock
and/or other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights 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 Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books of the
Company are closed, such Person shall be deemed to have become the record holder
of such shares (fractional or otherwise) on, and


                                       29
<PAGE>   30
such certificate shall be dated, the next succeeding Business Day on which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate shall not be entitled to
any rights of a stockholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

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

                           (a)(i) In the event the Company shall at any time
         after the date of this Agreement (A) declare a dividend on the
         Preferred Stock payable in shares of Preferred Stock, (B) subdivide the
         outstanding Preferred Stock, (C) combine the outstanding Preferred
         Stock into a smaller number of shares, or (D) issue any shares of its
         capital stock in a reclassification of the Preferred Stock (including
         any such reclassification in connection with a consolidation or merger
         in which the Company is the continuing or surviving corporation),


                                       30
<PAGE>   31
         except as otherwise provided in this Section 11(a) and Section 7(e)
         hereof, the Purchase Price in effect at the time of the record date for
         such dividend or of the effective date of such subdivision, combination
         or reclassification, and the number and kind of shares of Preferred
         Stock or capital stock, as the case may be, issuable on such date,
         shall be proportionately adjusted so that the holder of any Right
         exercised after such time shall be entitled to receive, upon payment of
         the Purchase Price then in effect, the aggregate number and kind of
         shares of Preferred Stock or capital stock, as the case may be, which,
         if such Right had been exercised immediately prior to such date and at
         a time when the Preferred Stock transfer books of the Company were
         open, such holder would have owned upon such exercise and been entitled
         to receive by virtue of such dividend, subdivision, combination or
         reclassification. If an event occurs which would require an adjustment
         under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
         adjustment provided for in this Section 11(a)(i) shall be in addition
         to, and shall be made prior to, any adjustment required pursuant to
         Section 11(a)(ii) hereof.

                               (ii) In the event any Person shall, at any time
         after the Rights Dividend Declaration Date, become an Acquiring


                                       31
<PAGE>   32
         Person, unless the event causing such Person to become an Acquiring
         Person is a transaction set forth in Section 13(a) hereof, or is an
         acquisition of shares of Common Stock pursuant to a tender offer or an
         exchange offer for all outstanding shares of Common Stock at a price
         and on terms determined by at least a majority of the members of the
         Board of Directors who are not officers of the Company and who are not
         representatives, nominees, Affiliates or Associates of an Acquiring
         Person, after receiving advice from one or more investment banking
         firms, to be (a) at a price which is fair to stockholders and not
         inadequate (taking into account all factors which such members of the
         Board deem relevant, including, without limitation, prices which could
         reasonably be achieved if the Company or its assets were sold on an
         orderly basis designed to realize maximum value) and (b) otherwise in
         the best interests of the Company and its stockholders (a "Qualified
         Offer"), then, promptly following the occurrence of such event, proper
         provision shall be made so that each holder of a Right (except as
         provided below and in Section 7(e) hereof) shall thereafter have the
         right to receive, upon exercise thereof at the then current Purchase
         Price in accordance with the terms of this Agreement, in lieu of a
         number of one one-hundredths of a share of Preferred Stock, such


                                       32
<PAGE>   33
         number of shares of Common Stock of the Company as shall equal the
         result obtained by (x) multiplying the then current Purchase Price by
         the then number of one one-hundredths of a share of Preferred Stock for
         which a Right was exercisable immediately prior to the first occurrence
         of a Section 11(a)(ii) Event, and (y) dividing that product (which,
         following such first occurrence, shall thereafter be referred to as the
         "Purchase Price" for each Right and for all purposes of this Agreement)
         by 50% of the Current Market Price (determined pursuant to Section
         11(d) hereof) per share of Common Stock on the date of such first
         occurrence (such number of shares, the "Adjustment Shares").

                               (iii) In the event that the number of shares of
         Common Stock which are authorized by the Company's Amended and Restated
         Certificate of Incorporation, but which are not outstanding or reserved
         for issuance for purposes other than upon exercise of the Rights, are
         not sufficient to permit the exercise in full of the Rights in
         accordance with the foregoing subparagraph (ii) of this Section 11(a),
         the Company shall (A) determine the value of the Adjustment Shares
         issuable upon the exercise of a Right (the "Current Value"), and (B)
         with respect to each Right (subject to Section 7(e) hereof), make


                                       33
<PAGE>   34
         adequate provision to substitute for the Adjustment Shares, upon the
         exercise of a Right and payment of the applicable Purchase Price, (1)
         cash, (2) a reduction in the Purchase Price, (3) Common Stock or other
         equity securities of the Company (including, without limitation,
         shares, or units of shares, of preferred stock, such as the Preferred
         Stock, which the Board has deemed to have essentially the same value or
         economic rights as shares of Common Stock (such shares of preferred
         stock being referred to as "Common Stock Equivalents")), (4) debt
         securities of the Company, (5) other assets, or (6) any combination of
         the foregoing, having an aggregate value equal to the Current Value
         (less the amount of any reduction in the Purchase Price), where such
         aggregate value has been determined by the Board based upon the advice
         of a nationally recognized investment banking firm selected by the
         Board; provided, however, that if the Company shall not have made
         adequate provision to deliver value pursuant to clause (B) above within
         thirty (30) days following the later of (x) the first occurrence of a
         Section 11(a)(ii) Event and (y) the date on which the Company's right
         of redemption pursuant to Section 23(a) expires (the later of (x) and
         (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"),
         then the Company shall be obligated to deliver, upon


                                       34
<PAGE>   35
         the surrender for exercise of a Right and without requiring payment of
         the Purchase Price, shares of Common Stock (to the extent available)
         and then, if necessary, cash, which shares and/or cash have an
         aggregate value equal to the Spread. For purposes of the preceding
         sentence, the term "Spread" shall mean the excess of (i) the Current
         Value over (ii) the Purchase Price. If the Board determines in good
         faith that it is likely that sufficient additional shares of Common
         Stock could be authorized for issuance upon exercise in full of the
         Rights, the thirty (30) day period set forth above may be extended to
         the extent necessary, but not more than ninety (90) days after the
         Section 11(a)(ii) Trigger Date, in order that the Company may seek
         shareholder approval for the authorization of such additional shares
         (such thirty (30) day period, as it may be extended, is herein called
         the "Substitution Period"). To the extent that action is to be taken
         pursuant to the first and/or third sentences of this Section
         11(a)(iii), the Company (1) shall provide, subject to Section 7(e)
         hereof, that such action shall apply uniformly to all outstanding
         Rights, and (2) may suspend the exercisability of the Rights until the
         expiration of the Substitution Period in order to seek such shareholder
         approval for such authorization of additional shares and/or to decide
         the appropri-


                                       35
<PAGE>   36
         ate form of distribution to be made pursuant to such first sentence and
         to determine the value thereof. In the event of any such suspension,
         the Company shall issue a public announcement stating that the
         exercisability of the Rights has been temporarily suspended, as well as
         a public announcement at such time as the suspension is no longer in
         effect. For purposes of this Section 11(a)(iii), the value of each
         Adjustment Share shall be the current market price per share of the
         Common Stock on the Section 11(a)(ii) Trigger Date and the per share or
         per unit value of any Common Stock Equivalent shall be deemed to equal
         the current market price per share of the Common Stock on such date.

                               (b) In case the Company shall fix a record date
         for the issuance of rights, options or warrants to all holders of
         Preferred Stock entitling them to subscribe for or purchase (for a
         period expiring within forty-five (45) calendar days after such record
         date) Preferred Stock (or shares having the same rights, privileges and
         preferences as the shares of Preferred Stock ("Equivalent Preferred
         Stock")) or securities convertible into Preferred Stock or Equivalent
         Preferred Stock at a price per share of Preferred Stock or per share of
         Equivalent Preferred Stock (or having a conversion price per share, if
         a security convertible into Preferred Stock or Equivalent Preferred
         Stock) less than the Current Market Price (as determined


                                       36
<PAGE>   37
         pursuant to Section 11(d) hereof) per share of Preferred Stock on such
         record date, the Purchase Price to be in effect after such record date
         shall be determined by multiplying the Purchase Price in effect
         immediately prior to such record date by a fraction, the numerator of
         which shall be the number of shares of Preferred Stock outstanding on
         such record date, plus the number of shares of Preferred Stock which
         the aggregate offering price of the total number of shares of Preferred
         Stock and/or Equivalent Preferred Stock so to be offered (and/or the
         aggregate initial conversion price of the convertible securities so to
         be offered) would purchase at such Current Market Price, and the
         denominator of which shall be the number of shares of Preferred Stock
         outstanding on such record date, plus the number of additional shares
         of Preferred Stock and/or Equivalent Preferred Stock to be offered for
         subscription or purchase (or into which the convertible securities so
         to be offered are initially convertible). In case such subscription
         price may be paid by delivery of consideration, part or all of which
         may be in a form other than cash, the value of such consideration shall
         be as determined in good faith by the Board of Directors of the
         Company, whose determination shall be described in a statement filed
         with the Rights Agent and shall be binding on the Rights Agent and the
         holders of the Rights. Shares of Preferred Stock owned by or held for
         the account of the Company shall not be deemed outstanding for the
         purpose of any such computation. Such adjustment shall be made
         successively whenever such a record date is fixed, and in the event
         that


                                       37
<PAGE>   38
         such rights or warrants are not so issued, the Purchase Price shall be
         adjusted to be the Purchase Price which would then be in effect if such
         record date had not been fixed.

                               (c) In case the Company shall fix a record date
         for a distribution to all holders of Preferred Stock (including any
         such distribution made in connection with a consolidation or merger in
         which the Company is the continuing corporation) of cash (other than a
         regular quarterly cash dividend out of the earnings or retained
         earnings of the Company), assets (other than a dividend payable in
         Preferred Stock, but including any dividend payable in stock other than
         Preferred Stock) or evidences of indebtedness, or of subscription
         rights or warrants (excluding those referred to in Section 11(b)
         hereof), the Purchase Price to be in effect after such record date
         shall be determined by multiplying the Purchase Price in effect
         immediately prior to such record date by a fraction, the numerator of
         which shall be the Current Market Price (as determined pursuant to
         Section 11(d) hereof) per


                                       38
<PAGE>   39
         share of Preferred Stock on such record date, less the fair market
         value (as determined in good faith by the Board of Directors of the
         Company, whose determination shall be described in a statement filed
         with the Rights Agent) of the portion of the cash, assets or evidences
         of indebtedness so to be distributed or of such subscription rights or
         warrants applicable to a share of Preferred Stock, and the denominator
         of which shall be such Current Market Price (as determined pursuant to
         Section 11(d) hereof) per share of Preferred Stock. Such adjustments
         shall be made successively whenever such a record date is fixed, and in
         the event that such distribution is not so made, the Purchase Price
         shall be adjusted to be the Purchase Price which would have been in
         effect if such record date had not been fixed.

                               (d)(i) For the purpose of any computation
         hereunder, other than computations made pursuant to Section
         11(a)(iii) hereof, the Current Market Price per share of Common Stock
         on any date shall be deemed to be the average of the daily closing
         prices per share of such Common Stock for the thirty (30) consecutive
         Trading Days immediately prior to such date, and for purposes of
         computations made pursuant to Section 11(a)(iii) hereof, the Current
         Market Price per share of Common Stock on any date shall be deemed to
         be the average of the daily closing prices per share of such Common
         Stock for the ten (10) consecutive Trading Days immediately following
         such date; provided, however, that in the event that the Current Market
         Price per share of the Common Stock is determined during a period
         following the announcement by the issuer of such Common Stock of (A) a
         dividend or distribution on such Common Stock payable in shares of such
         Common Stock or securities convertible into shares of such Common Stock
         (other than the


                                       39
<PAGE>   40
         Rights), or (B) any subdivision, combination or reclassification of
         such Common Stock, and the ex-dividend date for such dividend or
         distribution, or the record date for such subdivision, combination or
         reclassification shall not have occurred prior to the commencement of
         the requisite thirty (30) Trading Day or ten (10) Trading Day period,
         as set forth above, then, and in each such case, the Current Market
         Price shall be properly adjusted to take into account ex-dividend
         trading. The closing price for each day shall be the last sale price,
         regular way, or, in case no such sale 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 shares of Common Stock 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 shares of Common Stock are listed or admitted to
         trading or, if the shares of Common Stock 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-


                                       40
<PAGE>   41
         the-counter market, as reported by the National Association of
         Securities Dealers Automated Quotation System ("NASDAQ") or such other
         system then in use, or, if on any such date the shares of Common Stock
         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 Stock selected by the Board. If on any such date
         no market maker is making a market in the Common Stock, the fair value
         of such shares on such date as determined in good faith by the Board
         shall be used. The term "Trading Day" shall mean a day on which the
         principal national securities exchange on which the shares of Common
         Stock are listed or admitted to trading is open for the transaction of
         business or, if the shares of Common Stock are not listed or admitted
         to trading on any national securities exchange, a Business Day. If the
         Common Stock is not publicly held or not so listed or traded, Current
         Market Price per share shall mean the fair value per share as
         determined in good faith by the Board, whose determination shall be
         described in a statement filed with the Rights Agent and shall be
         conclusive for all purposes.

                               (ii) For the purpose of any computation
         hereunder, the Current Market Price per share of Preferred Stock shall
         be


                                       41
<PAGE>   42
         determined in the same manner as set forth above for the Common Stock
         in clause (i) of this Section 11(d) (other than the last sentence
         thereof). If the Current Market Price per share of Preferred Stock
         cannot be determined in the manner provided above or if the Preferred
         Stock is not publicly held or listed or traded in a manner described in
         clause (i) of this Section 11(d), the Current Market Price per share of
         Preferred Stock shall be conclusively deemed to be an amount equal to
         100 (as such number may be appropriately adjusted for such events as
         stock splits, stock dividends and recapitalizations with respect to the
         Common Stock occurring after the date of this Agreement) multiplied by
         the Current Market Price per share of the Common Stock. If neither the
         Common Stock nor the Preferred Stock is publicly held or so listed or
         traded, Current Market Price per share of the Preferred Stock shall
         mean the fair value per share as determined in good faith by the Board,
         whose determination shall be described in a statement filed with the
         Rights Agent and shall be conclusive for all purposes. For all purposes
         of this Agreement, the Current Market Price of a Unit shall be equal to
         the Current Market Price of one share of Preferred Stock divided by
         100.


                                       42
<PAGE>   43
                               (e) Anything herein to the contrary
         notwithstanding, no adjustment in the Purchase Price shall be required
         unless such adjustment would require an increase or decrease of at
         least one percent (1%) in the Purchase Price; provided, however, that
         any adjustments which by reason of this Section 11(e) are not required
         to be made shall be carried forward and taken into account in any
         subsequent adjustment. All calculations under this Section 11 shall be
         made to the nearest cent or to the nearest ten-thousandth of a share of
         Common Stock or other share or one-millionth of a share of Preferred
         Stock, as the case may be. Notwithstanding the first sentence of this
         Section 11(e), any adjustment required by this Section 11 shall be made
         no later than the earlier of (i) three (3) years from the date of the
         transaction which mandates such adjustment, or (ii) the Expiration
         Date.

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


                                       43
<PAGE>   44
                               (g) All Rights originally issued by the Company
         subsequent to any adjustment made to the Purchase Price hereunder shall
         evidence the right to purchase, at the adjusted Purchase Price, the
         number of one one-hundredths of a share of Preferred Stock purchasable
         from time to time hereunder upon exercise of the Rights, all subject to
         further adjustment as provided herein.

                               (h) Unless the Company shall have exercised its
         election as provided in Section 11(i), upon each adjustment of the
         Purchase Price as a result of the calculations made in Sections 11(b)
         and (c), each Right outstanding immediately prior to the making of such
         adjustment shall thereafter evidence the right to purchase, at the
         adjusted Purchase Price, that number of one one-hundredths of a share
         of Preferred Stock (calculated to the nearest one-millionth) obtained
         by (i) multiplying (x) the number of one one-hundredths of a share
         covered by a Right immediately prior to this adjustment, by (y) the
         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
         lieu of any adjustment in the number of one one-hundredths of a share
         of Preferred Stock purchasable upon the exercise of a Right. Each of
         the Rights outstanding after the


                                       44
<PAGE>   45
         adjustment in the number of Rights shall be exercisable for the number
         of one one-hundredths of a share of Preferred Stock for which a Right
         was exercisable immediately prior to such adjustment. Each Right held
         of record prior to such adjustment of the number of Rights shall become
         that number of Rights (calculated to the nearest one-ten-thousandth)
         obtained by dividing the Purchase Price in effect immediately prior to
         adjustment of the Purchase Price by the Purchase Price in effect
         immediately after adjustment of the Purchase Price. The Company shall
         make a public announcement of its election to adjust the number of
         Rights, indicating the record date for the adjustment, and, if known at
         the time, the amount of the adjustment to be made. This record date may
         be the date on which the Purchase Price is adjusted or any day
         thereafter, but, if the Rights Certificates have been issued, shall be
         at least ten (10) days later than the date of the public announcement.
         If Rights Certificates have been issued, upon each adjustment of the
         number of Rights pursuant to this Section 11(i), the Company shall, as
         promptly as practicable, cause to be distributed to holders of record
         of Rights Certificates on such record date Rights Certificates
         evidencing, subject to Section 14 hereof, the additional Rights to
         which such holders shall be entitled as a result of such adjustment,
         or, at the option of the Company, shall cause to be distributed to such
         holders of record in substitution and replacement for the Rights
         Certificates held by such holders prior to the date of adjustment, and
         upon surrender thereof, if required by the Company, new Rights
         Certificates evidencing all


                                       45
<PAGE>   46
         the Rights to which such holders shall be entitled after such
         adjustment. Rights Certificates so to be distributed shall 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
         shall be registered in the names of the holders of record of Rights
         Certificates on the record date specified in the public announcement.

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

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

                               (l) In any case in which this Section 11 shall
         require that an adjustment in the Purchase Price be made effective as
         of a record date for a


                                       46
<PAGE>   47
         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 one one-hundredths of a share of Preferred
         Stock and other capital stock or securities of the Company, if any,
         issuable upon such exercise over and above the number of one
         one-hundredths of a share of Preferred Stock and other capital stock or
         securities of the Company, if any, issuable upon such exercise on the
         basis of the Purchase Price in effect prior to such adjustment;
         provided, however, that the Company shall deliver to such holder a due
         bill or other appropriate instrument evidencing such holder's right to
         receive such additional shares (fractional or otherwise) or securities
         upon the occurrence of the event requiring such adjustment.

                               (m) Anything in this Section 11 to the contrary
         notwithstanding, the Company shall be entitled to make such reductions
         in the Purchase Price, in addition to those adjustments expressly
         required by this Section 11, as and to the extent that in their good
         faith judgment the Board of Directors of the Company shall determine to
         be advisable in order that any (i) consolidation or subdivision of the
         Preferred Stock, (ii) issuance wholly for cash of any shares of
         Preferred Stock at less than the Current Market Price, (iii) issuance
         wholly for cash of shares of Preferred Stock or securities which by
         their terms are convertible into or exchangeable for shares of
         Preferred Stock, (iv) stock dividends or (v) issuance of rights,


                                       47
<PAGE>   48
         options or warrants referred to in this Section 11, hereafter made by
         the Company to holders of its Preferred Stock shall not be taxable to
         such stockholders.

                               (n) The Company covenants and agrees that it
         shall not, at any time after the Distribution Date, (i) consolidate
         with any other Person (other than a Subsidiary of the Company in a
         transaction which complies with Section 11(o) hereof), (ii) merge with
         or into any other Person (other than a Subsidiary of the Company in a
         transaction which complies with Section 11(o) hereof), or (iii) sell or
         transfer (or permit any Subsidiary to sell or transfer), in one
         transaction, or a series of related transactions, assets, cash flow or
         earning power aggregating more than 50% of the assets or earning power
         of the Company and its Subsidiaries (taken as a whole) to any other
         Person or Persons (other than the Company and/or any of its
         Subsidiaries in one or more transactions each of which complies with
         Section 11(o) hereof), if (x) at the time of or immediately after such
         consolidation, merger or sale there are any rights, warrants or other
         instruments or securities outstanding or agreements in effect which
         would substantially diminish or otherwise eliminate the benefits
         intended to be afforded by the Rights or (y) prior to, simultaneously
         with or immediately after such consolidation, merger or sale, the
         shareholders of the Person who constitutes, or would constitute, the
         "Principal Party" for purposes of Section 13(a) hereof shall have
         received a distribution of Rights previously owned by such Person or
         any of its Affiliates and Associates.


                                       48
<PAGE>   49
                               (o) The Company covenants and agrees that, after
         the Distribution Date, it will not, except as permitted by Section 23
         or Section 26 hereof, take (or permit any Subsidiary to take) any
         action if at the time such action is taken it is reasonably foreseeable
         that such action will diminish substantially or otherwise eliminate the
         benefits intended to be afforded by the Rights.

                               (p) Anything in this Agreement to the contrary
         notwithstanding, in the event that the Company shall at any time after
         the Rights Dividend Declaration Date and prior to the Distribution Date
         (i) declare a dividend on the outstanding shares of Common Stock
         payable in shares of Common Stock, (ii) subdivide the outstanding
         shares of Common Stock, or (iii) combine the outstanding shares of
         Common Stock into a smaller number of shares, the number of Rights
         associated with each share of Common Stock then outstanding, or issued
         or delivered thereafter but prior to the Distribution Date, shall be
         proportionately adjusted so that the number of Rights thereafter
         associated with each share of Common Stock following any such event
         shall equal the result obtained by multiplying the number of Rights
         associated with each share of Common Stock immediately prior to such
         event by a fraction the numerator which shall be the total number of
         shares of Common Stock outstanding immediately prior to the occurrence
         of the event and the denominator of which shall be the total number of
         shares of Common Stock outstanding immediately following the occurrence
         of such event.


                                       49
<PAGE>   50
                  Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Section 11 and Section
13 hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent, and with each
transfer agent for the Preferred Stock and the Common Stock, a copy of such
certificate and (c) if a Distribution Date has occurred, mail a brief summary
thereof to each holder of a Rights Certificate in accordance with Section 27
hereof. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained and shall not be obligated
or responsible for calculating any adjustment nor shall it be deemed to have
knowledge of any such adjustment unless and until it shall have received such a
certificate.

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

                               (a) In the event that, following the Stock
         Acquisition Date, directly or indirectly, (x) the Company shall
         consolidate with, or merge with and into, any other Person (other than
         a Subsidiary of the Company in a transaction which complies with


                                       50
<PAGE>   51
         Section 11(o) hereof), and the Company shall not be the continuing or
         surviving corporation of such consolidation or merger, (y) any Person
         (other than a Subsidiary of the Company in a transaction which complies
         with Section 11(o) hereof) shall consolidate with, or merge with or
         into, the Company, and the Company shall be the continuing or surviving
         corporation of such consolidation or merger and, in connection with
         such consolidation or merger, all or part of the outstanding shares of
         Common Stock shall be changed into or exchanged for stock or other
         securities of any other Person or cash or any other property, or (z)
         the Company shall sell or otherwise transfer (or one or more of its
         Subsidiaries shall sell or otherwise transfer), in one transaction or a
         series of related transactions, assets, cash flow or earning power
         aggregating more than 50% of the assets, cash flow or earning power of
         the Company and its Subsidiaries (taken as a whole) to any Person or
         Persons (other than the Company or any Subsidiary of the Company in one
         or more transactions each of which complies with Section 11(o) hereof),
         then, and in each such case (except as may be contemplated by Section
         13(d) hereof), proper provision shall be made so that: (i) each holder
         of a Right, except as provided in Section 7(e) hereof, shall thereafter
         have the right to receive, upon the exercise thereof at the then
         current Purchase Price in accordance with the terms of this Agreement,
         such number of validly authorized and issued, fully paid,
         non-assessable and freely tradeable shares of Common Stock of the
         Principal Party (as such term is hereinafter defined), not subject to
         any liens, encumbrances, rights of first refusal or other adverse
         claims, as shall be equal to the result obtained by (1) multiplying the
         then current Purchase Price by the number of one one-hundredths of a
         share of Preferred Stock for which a


                                       51
<PAGE>   52
         Right is exercisable immediately prior to the first occurrence of a
         Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior
         to the first occurrence of a Section 13 Event, multiplying the number
         of such one one-hundredths of a share for which a Right was exercisable
         immediately prior to the first occurrence of a Section 11(a)(ii) Event
         by the Purchase Price in effect immediately prior to such first
         occurrence), and dividing that product (which, following the first
         occurrence of a Section 13 Event, shall be referred to as the "Purchase
         Price" for each Right and for all purposes of this Agreement) by (2)
         50% of the Current Market Price (determined pursuant to Section
         11(d)(i) hereof) per share of the Common Stock of such Principal Party
         on the date of consummation of such Section 13 Event; (ii) such
         Principal Party shall thereafter be liable for, and shall assume, by
         virtue of such Section 13 Event, all the obligations and duties of the
         Company pursuant to this Agreement; (iii) the term "Company" shall
         thereafter be deemed to refer to such Principal Party, it being
         specifically intended that the provisions of Section 11 hereof shall
         apply only to such Principal Party following the first occurrence of a
         Section 13 Event; (iv) such Principal Party shall take such steps
         (including, but not limited to, the reservation of a sufficient number
         of shares of its Common Stock) in connection with the consummation of
         any such transaction as may be necessary to assure that the provisions
         hereof shall thereafter be applicable, as nearly as reasonably may be,
         in relation to its shares of Common Stock thereafter deliverable upon
         the exercise of the Rights; and (v) the


                                       52
<PAGE>   53
         provisions of Section 11(a)(ii) hereof shall be of no effect following
         the first occurrence of any Section 13 Event.

                               (b) "Principal Party" shall mean:

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

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

         provided, however, that in any such case, (1) if the Common Stock of
         such Person is not at such time and has not been continuously over the
         preceding twelve (12) month period registered under Section 12 of the
         Exchange Act, and such Person is a direct or indirect Subsidiary of
         another Person the Common Stock of which is and has been so registered,
         "Principal Party" shall refer to such other Person; and (2) in case
         such Person is a Subsidiary, directly or indirectly, of more than one
         Person, the Common Stocks of two or more of which are and have been so
         registered, "Principal Party"


                                       53
<PAGE>   54
         shall refer to whichever of such Persons is the issuer of the Common
         Stock having the greatest aggregate market value.

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

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

                                    (ii) take such all such other action as may
                           be necessary to enable the Principal Party to issue
                           the securities purchas-


                                       54
<PAGE>   55
                           able upon exercise of the Rights, including but not
                           limited to the registration or qualification of such
                           securities under all requisite securities laws of
                           jurisdictions of the various states and the listing
                           of such securities on such exchanges and trading
                           markets as may be necessary or appropriate; and

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

         The provisions of this Section 13 shall similarly apply to successive
         mergers or consolidations or sales or other transfers. In the event
         that a Section 13 Event shall occur at any time after the occurrence of
         a Section 11(a)(ii) Event, the Rights which have not theretofore been
         exercised shall thereafter become exercisable in the manner described
         in Section 13(a).

                               (d) Notwithstanding anything in this Agreement to
         the contrary, Section 13 shall not be applicable to a transaction
         described in subparagraphs (x) and (y) of Section 13(a) if (i) such
         transaction is consummated with a Person or Persons who acquired shares
         of Common Stock pursuant to a tender offer or exchange offer for all
         outstanding shares of Common Stock which is a Qualified Offer as such
         term is defined in Section 11(a)(ii) hereof (or a wholly owned
         subsid-


                                       55
<PAGE>   56
         iary of any such Person or Persons), (ii) the price per share of Common
         Stock offered in such transaction is not less than the price per share
         of Common Stock paid to all holders of shares of Common Stock whose
         shares were purchased pursuant to such tender offer or exchange offer
         and (iii) the form of consideration being offered to the remaining
         holders of shares of Common Stock pursuant to such transaction is the
         same as the form of consideration paid pursuant to such tender offer or
         exchange offer. Upon consummation of any such transaction contemplated
         by this Section 13(d), all Rights hereunder shall expire.

                  Section 14. Fractional Rights and Fractional Shares.

                               (a) The Company shall not be required to issue
         fractions of Rights, except prior to the Distribution Date as provided
         in Section 11(p) hereof, or to distribute Rights Certificates which
         evidence fractional Rights. In lieu of such fractional Rights, the
         Company shall pay to the registered holders of the Rights Certificates
         with regard to which such fractional Rights would otherwise be
         issuable, an amount in cash equal to the same fraction of the current
         market value of a whole Right. For purposes of this Section 14(a), the
         current market value of a whole Right shall be the closing price of the
         Rights for the Trading Day immediately prior to the date on which such
         fractional Rights would have been otherwise issuable. The closing price
         of the Rights for any day shall be the last sale price, regular way,
         or, in case no such sale takes place on such day, the average of the
         closing bid and asked


                                       56
<PAGE>   57
         prices, regular way, in either case as reported in the principal
         consolidated transaction reporting system with respect to securities
         listed or admitted to trading on the New York Stock Exchange or, if the
         Rights are not listed or admitted to trading on the New York Stock
         Exchange, as reported in the principal consolidated transaction
         reporting system with respect to securities listed on the principal
         national securities exchange on which the Rights are listed or admitted
         to trading, or if the Rights are not listed or admitted to trading on
         any national securities exchange, the last quoted price or, if not so
         quoted, the average of the high bid and low asked prices in the over-
         the-counter market, as reported by NASDAQ or such other system then in
         use or, if on any such date the Rights are not quoted by any such
         organization, the average of the closing bid and asked prices as
         furnished by a professional market maker making a market in the Rights,
         selected by the Board of Directors of the Company. If on any such date
         no such market maker is making a market in the Rights, the fair value
         of the Rights on such date as determined in good faith by the Board of
         Directors of the Company shall be used.

         (b) The Company shall not be required to issue fractions of shares of
         Preferred Stock (other than fractions which are integral multiples of
         one one-hundredth of a share of Preferred Stock) upon exercise of the
         Rights or to distribute certificates which evidence fractional shares
         of Preferred Stock (other than fractions which are integral multiples
         of one one-hundredth of a share of Preferred


                                       57
<PAGE>   58
         Stock). In lieu of fractional shares of Preferred Stock that are not
         integral multiples of one one-hundredth of a share of Preferred Stock,
         the Company may pay to the registered holders of Rights Certificates at
         the time such Rights are exercised as herein provided an amount in cash
         equal to the same fraction of the current market value of one
         one-hundredth of a share of Preferred Stock. For purposes of this
         Section 14(b), the current market value of one one-hundredth of a share
         of Preferred Stock shall be one one-hundredth of the closing price of a
         share of Preferred Stock (as determined pursuant to Section 11(d)(ii)
         hereof) for the Trading Day immediately prior to the date of such
         exercise.

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


                                       58
<PAGE>   59
                               (d) The holder of a Right by the acceptance of
         the Rights expressly waives his right to receive any fractional Rights
         or any fractional shares upon exercise of a Right, except as permitted
         by this Section 14.

                  Section 15. Rights of Action. All rights of action in respect
of this Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights 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 shall be entitled to specific performance
of the obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.


                                       59
<PAGE>   60
      Section 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 will be transferable
only in connection with the transfer of Common Stock;

            (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the Rights Agent designated for such
purposes, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully executed;

            (c) subject to Section 6(a) and Section 7(f) hereof, the Company and
the Rights Agent may deem and treat the person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated Common Stock certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to be affected by any notice to the
contrary; and


                                       60
<PAGE>   61
            (d) notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder
of a Right or other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or otherwise overturned
as soon as possible.

      Section 17. Rights Certificate Holder Not Deemed a Stockholder. No holder,
as such, of any Rights Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the number of one one-hundredths of a
share of Preferred Stock or any other securities of the Company which may at any
time be issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Rights Certificate be construed to confer
upon the holder of any Rights 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


                                       61
<PAGE>   62
affecting stockholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions hereof.


      Section 18. Concerning the Rights Agent.

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

            (b) The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement or the performance of the Rights
Agent's


                                       62
<PAGE>   63
duties hereunder in reliance upon any Rights Certificate or certificate for
Common Stock or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons.

            (c) The indemnity provided in this Section 18 shall survive the
expiration of the Rights and the termination of the Agreement.

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

            (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the corporate trust, stock transfer or other shareholder services business of
the Rights Agent or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto; but only if such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency


                                       63
<PAGE>   64
created by this Agreement, any of the Rights Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or in
the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

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

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


                                       64
<PAGE>   65
            (a) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the advice or opinion of such counsel shall
be full and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such advice
or opinion.

            (b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the
determination of Current Market Price) be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by the
Chairman of the Board, if there be one, the Chief Executive Officer, the
President, the Treasurer, the Secretary or any Assistant Secretary of the
Company and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.

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


                                       65
<PAGE>   66
            (d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Rights
Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.

            (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Rights Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any adjustment required under the provisions of
Section 11, Section 13 or Section 24 hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment (except with respect to the
exercise of Rights evidenced by Rights Certificates after actual notice of any
such adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock or Preferred Stock to be issued pursuant to this Agreement or
any Rights Certificate or as to whether any shares of Common Stock or Preferred


                                       66
<PAGE>   67
Stock will, when so issued, be validly authorized and issued, fully paid and
nonassessable.

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

            (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, if there be one, the Chief Executive Officer, the
President, the Treasurer, the Secretary or any Assistant Secretary of the
Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken or suffered to
be taken by it in good faith in accordance with instructions of any such officer
or for any delay in acting while awaiting instructions. Any application by the
Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or omitted by
the Rights Agent under this Agreement and the date on or after which such action
shall be taken or such omission shall be effective. The Rights Agent shall not
be liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after the date
specified in such application (which date shall not be less than


                                       67
<PAGE>   68
five Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to an
earlier date) unless, prior to taking any such action (or the effective date in
the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

            (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 shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

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


                                       68
<PAGE>   69
            (j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
there shall be reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not reasonably
assured to it.

            (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an affirmative response to clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.

            (l) The Rights Agent undertakes only the express duties and
obligations imposed on it by this Agreement and no implied duties or obligations
shall be read into this Agreement against the Rights Agent.

            (m) Anything in this Agreement to the contrary notwithstanding, in
no event shall the Rights Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits).


                                       69
<PAGE>   70
      Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and, if such resignation occurs after the Distribution Date, to
the registered holders of the Rights Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon thirty
(30) days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Stock and
Preferred Stock, by registered or certified mail, and, if such removal occurs
after the Distribution Date, to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
legal


                                       70
<PAGE>   71
business 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, in good
standing, having an office in the State of New York, which is authorized under
such laws to exercise corporate trust or stock transfer or shareholder services
powers and which has at the time of its appointment as Rights Agent a combined
capital and surplus of at least $50,000,000 or (b) an affiliate of a legal
business entity described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and the Preferred Stock, and, if
such appointment occurs after the Distribution Date, mail a notice thereof in
writing to the registered holders of the Rights Certificates. Failure to give
any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.


                                       71
<PAGE>   72
      Section 22. Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by the Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, granted or
awarded as of the Distribution Date, or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided, however, that (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company shall
be advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate


                                       72
<PAGE>   73
shall be issued if, and to the extent that, appropriate adjustment shall
otherwise have been made in lieu of the issuance thereof.

      Section 23. Redemption and Termination.

            (a) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the close of business on the tenth Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the tenth
Business Day following the Record Date), or (ii) the Final Expiration Date,
redeem all but not less than all of the then outstanding Rights at a redemption
price of $.01 per Right, as such amount may be appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). Notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company's right of redemption hereunder
has expired. The Company may, at its option, pay the Redemption Price in cash,
shares of Common Stock (based on the Current Market Price, as defined in Section
11(d)(i) hereof, of the Common Stock at the time of redemption) or any other
form of consideration deemed appropriate by the Board of Directors.


                                       73
<PAGE>   74
            (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at each holder's last address as it appears upon
the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent for the Common Stock. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made.

      Section 24. Exchange.

            (a) The Board of Directors of the Company may, at its option, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 7(e) hereof) for Common
Stock at an exchange ratio of one share of Common Stock per Right, appropri-


                                       74
<PAGE>   75
ately adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of
Directors of the Company shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any such Subsidiary, or any entity
holding Common Stock for or pursuant to the terms of any such plan), together
with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Common Stock then outstanding.

            (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Common Stock equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice of any such exchange;
provided, however, that the failure to give, or any defect in, such notice shall
not affect the validity of such exchange. The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein


                                       75
<PAGE>   76
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
Common Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
which have become void pursuant to the provisions of Section 7(e) hereof) held
by each holder of Rights.

            (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such
term is defined in paragraph (b) of Section 11 hereof) for Common Stock
exchangeable for Rights, at the initial rate of one one-hundredth of a share of
Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock,
as appropriately adjusted to reflect stock splits, stock dividends and other
similar transactions after the date hereof.

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

            (e) The Company shall not be required to issue fractions of shares
of Common Stock or to distribute certificates which evidence fractional


                                       76
<PAGE>   77
shares of Common Stock. In lieu of such fractional shares of Common Stock, there
shall be paid to the registered holders of the Rights Certificates with regard
to which such fractional shares of Common Stock would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
share of Common Stock. For the purposes of this subsection (e), the current
market value of a whole share of Common Stock shall be the closing price of a
share of Common Stock (as determined pursuant to the second sentence of Section
11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange
pursuant to this Section 24.

      Section 25. Notice of Certain Events.

            (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a


                                       77
<PAGE>   78
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), 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 transaction or a
series of related transactions, of more than 50% of the assets, cash flow or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company and/or any of its Subsidiaries
in one or more transactions each of which complies with Section 11(o) hereof),
or (v) to effect the liquidation, dissolution or winding up of the Company,
then, in each such case, the Company shall give to each holder of a Rights
Certificate, to the extent feasible and in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, distribution of rights or warrants, or the date
on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Preferred Stock, if any
such date is to be fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least twenty (20) days prior to
the record date for determining holders of the shares of Preferred Stock for
purposes of such action, and in the case of any such other action, at least
twenty (20) days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the shares of Preferred Stock
whichever shall be the earlier.


                                       78
<PAGE>   79
            (b) In case any of the events set forth in Section 11(a)(ii) hereof
shall occur, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate, to the
extent feasible and in accordance with Section 26 hereof, a notice of the
occurrence of such event, which shall specify the event and the consequences of
the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all
references in the preceding paragraph to Preferred Stock shall be deemed
thereafter to refer to Common Stock and/or, if appropriate, other securities.

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


                  ScreamingMedia Inc.
                  601 West 26th Street, 13th Floor
                  New York, NY 10001



Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by


                                       79
<PAGE>   80
first-class mail, postage prepaid, addressed (until another address is
filed in writing by the Rights Agent with the Company) as follows:


                  [                   ]
                  [                   ]
                  [                   ]
                  [                   ]


      Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.

      Section 27. Supplements and Amendments. Prior to the Distribution Date,
and subject to the last sentence of this Section 27, the Company and the Rights
Agent shall, if the Company so directs, supplement or amend any provision of
this Agreement without the approval of any holders of certificates representing
shares of Common Stock. From and after the Distribution Date, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which


                                       80
<PAGE>   81
may be defective or inconsistent with any other provisions herein, (iii) to
shorten or lengthen any time period hereunder, or (iv) to change or supplement
the provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person); provided, this Agreement may not be supplemented or
amended to lengthen any time period hereunder, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
27, the Rights Agent shall execute such supplement or amendment. Notwithstanding
anything contained in this Agreement to the contrary, no supplement or amendment
to this Agreement that changes the rights or duties of the Rights Agent in a
manner adverse to the Rights Agent shall be effective without the consent of the
Rights Agent. Prior to the Distribution Date, the interests of the holders of
Rights shall be deemed coincident with the interests of the holders of Common
Stock. Notwithstanding anything herein to the contrary, this Agreement may not
be amended at a time when the Rights are not redeemable.


                                       81
<PAGE>   82
      Section 28. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Rights Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.

      Section 29. Determinations and Actions by the Board of Directors, etc. For
all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall 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 shall have the
exclusive power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board or to the Company, or as may
be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights


                                       82
<PAGE>   83
and all other parties, and (y) not subject the Board, or any of the directors on
the Board to any liability to the holders of the Rights.

      Section 30. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock) any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Rights Certificates (and, prior to the Distribution Date,
registered holders of the Common Stock).

      Section 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 shall remain in full
force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set


                                       83
<PAGE>   84
forth in Section 23 hereof shall be reinstated and shall not expire until the
close of business on the tenth Business Day following the date of such
determination by the Board of Directors. Without limiting the foregoing, if any
provision requiring a specific group of Directors of the Company to act is held
to by any court of competent jurisdiction or other authority to be invalid, void
or unenforceable, such determination shall then be made by the Board of
Directors of the Company in accordance with applicable law and the Company's
Amended and Restated Certificate of Incorporation and By-laws.

      Section 32. Governing Law. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State.

      Section 33. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

      Section 34. Descriptive Headings. Descriptive headings of the several
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


                                       84
<PAGE>   85
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.




                                            SCREAMINGMEDIA INC.



                                            By:
                                            Name: Kevin C. Clark
                                            Title: Chief Executive Officer


                                            [                  ]


                                            By:
                                            Name:
                                            Title:


                                       85
<PAGE>   86
                                                                       Exhibit A


                                     FORM OF
                   CERTIFICATE OF DESIGNATION, PREFERENCES AND
                     RIGHTS OF SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK

                                       of


                              SCREAMINGMEDIA INC.


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



            We, Kevin C. Clark, Chief Executive Officer, and William P. Kelly,
General Counsel and Secretary, of ScreamingMedia Inc., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with the provisions of Section 103 thereof, DO
HEREBY CERTIFY:


            That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation, as amended, of the Corporation, the Board
of Directors on [ ] 2000, adopted the following resolution creating, effective
upon the filing of the Company's Amended and Restated Certificate of
Incorporation, a series of 1,000,000 shares of Preferred Stock designated as
Series A Junior Participating Preferred Stock:

            RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its Amended
and Restated Certificate of Incorporation, a series of Preferred Stock of the
Corporation be and it hereby is created, and that the designation and amount
thereof and the voting powers, 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:
<PAGE>   87
            Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" and the number
of shares constituting such series shall be 1,000,000.

            Section 2. Dividends and Distributions.

            (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the fifteenth day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, par value $0.01 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the Corporation shall at any
time after April __, 2000 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in Paragraph (A) above


                                       2
<PAGE>   88
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on
the Series A Junior Participating Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

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

            (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series A Junior Participating Preferred Stock


                                       3
<PAGE>   89
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

            (B) Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.

            (C) (i) If at any time dividends on any Series A Junior
      Participating Preferred Stock shall be in arrears in an amount equal to
      six (6) quarterly dividends thereon, the occurrence of such contingency
      shall mark the beginning of a period (herein called a "default period")
      which shall extend until such time when all accrued and unpaid dividends
      for all previous quarterly dividend periods and for the current quarterly
      dividend period on all shares of Series A Junior Participating Preferred
      Stock then outstanding shall have been declared and paid or set apart for
      payment. During each default period, all holders of Preferred Stock
      (including holders of the Series A Junior Participating Preferred Stock)
      with dividends in arrears in an amount equal to six (6) quarterly
      dividends thereon, voting as a class, irrespective of series, shall have
      the right to elect two (2) directors.

            (ii) During any default period, such voting right of the holders of
      Series A Junior Participating Preferred Stock may be exercised initially
      at a special meeting called pursuant to subparagraph (iii) of this Section
      3(C) or at any annual meeting of stockholders, and thereafter at annual
      meetings of stockholders, provided that neither such voting right nor the
      right of the holders of any other series of Preferred Stock, if any, to
      increase, in certain cases, the authorized number of directors shall be
      exercised unless the holders of ten percent (10%) in number of shares of
      Preferred Stock outstanding shall be present in person or by proxy. The
      absence of a quorum of the holders of Common Stock shall not affect the
      exercise by the holders of Preferred Stock of such voting right. At any
      meeting at which the holders of Preferred Stock shall exercise such voting
      right initially during an existing default period, they shall have the
      right,


                                       4
<PAGE>   90
      voting as a class, to elect directors to fill such vacancies, if any, in
      the Board of Directors as may then exist up to two (2) directors or, if
      such right is exercised at an annual meeting, to elect two (2) directors.
      If the number which may be so elected at any special meeting does not
      amount to the required number, the holders of the Preferred Stock shall
      have the right to make such increase in the number of directors as shall
      be necessary to permit the election by them of the required number. After
      the holders of the Preferred Stock shall have exercised their right to
      elect directors in any default period and during the continuance of such
      period, the number of directors shall not be increased or decreased except
      by vote of the holders of Preferred Stock as herein provided or pursuant
      to the rights of any equity securities ranking senior to or pari passu
      with the Series A Junior Participating Preferred Stock.

            (iii) Unless the holders of Preferred Stock shall, during an
      existing default period, have previously exercised their right to elect
      directors, the Board of Directors may order, or any stockholder or
      stockholders owning in the aggregate not less than ten percent (10%) of
      the total number of shares of Preferred Stock outstanding, irrespective of
      series, may request, the calling of a special meeting of the holders of
      Preferred Stock, which meeting shall thereupon be called by the Chief
      Executive Officer, the President, a Vice President or the Secretary of the
      Corporation. Notice of such meeting and of any annual meeting at which
      holders of Preferred Stock are entitled to vote pursuant to this Paragraph
      (C)(iii) shall be given to each holder of record of Preferred Stock by
      mailing a copy of such notice to him at his last address as the same
      appears on the books of the Corporation. Such meeting shall be called for
      a time not earlier than 20 days and not later than 60 days after such
      order or request or in default of the calling of such meeting within 60
      days after such order or request, such meeting may be called on similar
      notice by any stockholder or stockholders owning in the aggregate not less
      than ten percent (10%) of the total number of shares of Preferred Stock
      outstanding. Notwithstanding the provisions of this Paragraph (C)(iii), no
      such special meeting shall be called during the period within 60 days
      immediately preceding the date fixed for the next annual meeting of the
      stockholders.


                                       5
<PAGE>   91
            (iv) In any default period, the holders of Common Stock, and other
      classes of stock of the Corporation if applicable, shall continue to be
      entitled to elect the whole number of directors until the holders of
      Preferred Stock shall have exercised their right to elect two (2)
      directors voting as a class, after the exercise of which right (x) the
      directors so elected by the holders of Preferred Stock shall continue in
      office until their successors shall have been elected by such holders or
      until the expiration of the default period, and (y) any vacancy in the
      Board of Directors may (except as provided in Paragraph (C)(ii) of this
      Section 3) be filled by vote of a majority of the remaining directors
      theretofore elected by the holders of the class of stock which elected the
      director whose office shall have become vacant. References in this
      Paragraph (C) to directors elected by the holders of a particular class of
      stock shall include directors elected by such directors to fill vacancies
      as provided in clause (y) of the foregoing sentence.

            (v) Immediately upon the expiration of a default period, (x) the
      right of the holders of Preferred Stock as a class to elect directors
      shall cease, (y) the term of any directors elected by the holders of
      Preferred Stock as a class shall terminate, and (z) the number of
      directors shall be such number as may be provided for in the certificate
      of incorporation or by-laws irrespective of any increase made pursuant to
      the provisions of Paragraph (C)(ii) of this Section 3 (such number being
      subject, however, to change thereafter in any manner provided by law or in
      the certificate of incorporation or by-laws). Any vacancies in the Board
      of Directors effected by the provisions of clauses (y) and (z) in the
      preceding sentence may be filled by a majority of the remaining directors.

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

            Section 4. Certain Restrictions.


                                       6
<PAGE>   92
            (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not

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

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

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

                        (iv) purchase or otherwise acquire for consideration any
      shares of Series A Junior Participating Preferred Stock, or any shares of
      stock ranking on a parity with the Series A Junior Participating Preferred
      Stock, except in accordance with a purchase offer made in writing or by
      publication (as determined by the Board of Directors) to all holders of
      such shares upon such terms as the Board of Directors, after consideration
      of the respective annual dividend rates and other relative rights and
      preferences of the respective


                                       7
<PAGE>   93
      series and classes, shall determine in good faith will result in fair and
      equitable treatment among the respective series or classes.

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

            Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

            Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received an amount equal to $100 per share of Series A Participating
Preferred Stock, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment (the
"Series A Liquidation Preference"). Following the payment of the full amount of
the Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately
adjusted as set forth in subparagraph (C) below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii), the "Adjustment Number"). Following the payment of
the full amount of the Series A Liquidation Preference and the Common Adjustment
in respect of all outstanding shares of Series A Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment


                                       8
<PAGE>   94
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.

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

            (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment 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.

            Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstand-


                                       9
<PAGE>   95
ing immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            Section 8. No Redemption. The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

            Section 9. Ranking. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred Stock
as to the payment of dividends and the distribution of assets, unless the terms
of any such series shall provide otherwise.

            Section 10. Amendment. At any time when any shares of Series A
Junior Participating Preferred Stock are outstanding, neither the Amended and
Restated Certificate of Incorporation of the Corporation nor this Certificate of
Designation shall be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Junior
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Junior Participating Preferred Stock, voting separately as a class.

            Section 11. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Junior Participating Preferred Stock.


                                       10
<PAGE>   96
            IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this day of
[ ], 2000.



                             By:
                             Name: Kevin C. Clark
                             Title:  Chief Executive Officer




                             By:
                             Name: William P. Kelly
                             Title:  General Counsel and Company Secretary

                                       11
<PAGE>   97
                                                                       Exhibit B



Certificate No. R-                                               ________ Rights


         NOT EXERCISABLE AFTER _________ __, 2010 (THE TENTH ANNIVERSARY OF THE
         DATE OF THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING OF THE COMMON
         STOCK OF THE COMPANY), UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF
         DIRECTORS, OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE
         SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT
         ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
         CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS
         SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER
         OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
         THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO
         WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
         ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
         ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
         MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E)
         OF THE RIGHTS AGREEMENT.]


                               Rights Certificate


                              SCREAMINGMEDIA INC.


<PAGE>   98

            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
ScreamingMedia Inc., a Delaware corporation (the "Company"), and
________________________, a banking corporation (the "Rights Agent"), to
purchase from the Company at any time prior to 5:00 P.M. (New York City time) on
_______, __, 2010 (the tenth anniversary of the date of the consummation of the
initial public offering of the Common Stock) (unless such date is extended prior
thereto by the Board of Directors) at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one
one-hundredth of a fully paid, non-assessable share of Series A Junior
Participating Preferred Stock (the "Preferred Stock") of the Company, at a
purchase price of $_____ (the amount equal to the product of four times the
average closing price of the Common Stock for the first five days of trading
subsequent to the consummation of the initial public offering of the Common
Stock) per one one-hundredth of a share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the Form of Election
to Purchase and related Certificate duly executed. The number of Rights
evidenced by this Rights Certificate (and the number of shares which may be
purchased upon exercise thereof) set forth above, and the Purchase Price per
share set



                                       2
<PAGE>   99
forth above, are the number and Purchase Price as of _________ __, 2000 (the
close of business on the fifth day of trading subsequent to the consummation of
the initial public offering of the Common Stock), based on the Preferred Stock
as constituted at such date. The Company reserves the right to require prior to
the occurrence of a Triggering Event (as such term is defined in the Rights
Agreement) that a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued.

            Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Associate or
Affiliate, or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of a person who, after such transfer, became an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such
Rights shall become null and void and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such Section 11(a)(ii)
Event.

            As provided in the Rights Agreement, the Purchase Price and the
number and kind of shares of Preferred Stock or other securities, which may be
purchased upon the exercise of the Rights evidenced by this Rights Certificate
are


                                       3
<PAGE>   100
subject to modification and adjustment upon the happening of certain events,
including Triggering Events.

            This Rights 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 hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned office of the
Rights Agent and are also available upon written request to the Rights Agent.

            This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-hundredths of a share of Preferred
Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part,


                                       4
<PAGE>   101
the holder shall be entitled to receive upon surrender hereof another Rights
Certificate or Rights Certificates for the number of whole Rights not exercised.

            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 $.01 per Right at any time prior to the earlier of the close
of business on (i) the tenth Business Day following the Stock Acquisition Date
(as such time period may be extended pursuant to the Rights Agreement), and (ii)
the Final Expiration Date. In addition, under certain circumstances following
the Stock Acquisition Date, the Rights may be exchanged, in whole or in part,
for shares of the Common Stock, or shares of preferred stock of the Company
having essentially the same value or economic rights as such shares. Immediately
upon the action of the Board of Directors of the Company authorizing any such
exchange, and without any further action or any notice, the Rights (other than
Rights which are not subject to such exchange) will terminate and the Rights
will only enable holders to receive the shares issuable upon such exchange.

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


                                       5
<PAGE>   102
its election, may require that a number of Rights be exercised so that only
whole shares of Preferred Stock would be issued.

            No holder of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of Preferred
Stock or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a 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 consent to or withhold consent from 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 Rights Certificate shall have been exercised as provided in
the Rights Agreement.

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


                                       6
<PAGE>   103
            WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.

Dated as of _________ __, ____




                                            SCREAMINGMEDIA INC.



                                            By:_______________________________
                                            Name: Kevin C. Clark
                                            Title:  Chief Executive Officer


                                       7
<PAGE>   104
                       Reverse Side of Rights Certificate



                               FORM OF ASSIGNMENT


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


            FOR VALUE RECEIVED ________________________________________________
hereby sells, assigns and transfers unto_______________________________________
_______________________________________________________________________________

                  (Please print name and address of transferee)

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

Dated: __________________, _____



                                                _______________________________
                                                Signature


Signature Guaranteed:



                                   Certificate
<PAGE>   105
            The undersigned hereby certifies by checking the appropriate boxes
that:

            (1) this Rights Certificate [ ] is [ ] is not being sold, assigned
and transferred by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Acquiring 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 Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.


Dated: _______________, _____                    _______________________________
                                                 Signature

Signature Guaranteed:
<PAGE>   106
                                     NOTICE


            The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
<PAGE>   107
                          FORM OF ELECTION TO PURCHASE

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



To: SCREAMINGMEDIA INC.:


            The undersigned hereby irrevocably elects to exercise __________
Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be issuable upon the
exercise of the Rights) and requests that certificates for such shares 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 shall not be all the Rights evidenced by
this Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
<PAGE>   108
Please insert social security
or other identifying number

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

________________________________________________________________________________

Dated:  _______________, _____



                                           ____________________________________
                                           Signature



Signature Guaranteed:



                                   Certificate

            The undersigned hereby certifies by checking the appropriate boxes
that:

            (1) the Rights evidenced by this Rights 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 Acquiring Person (as such terms
are defined pursuant to the Rights Agreement);
<PAGE>   109
                  (2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.


Dated: ______________, _____                     _______________________________


                                                 Signature



Signature Guaranteed:
<PAGE>   110
                                     NOTICE



            The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Rights Certificate
in every particular, without alteration or enlargement or any change whatsoever.
<PAGE>   111
                                                                       Exhibit C


                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK



            On [ ], 2000 the Board of Directors of ScreamingMedia Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's Common Stock to stockholders of record at the close of
business on April , 2000 (the date of the consummation of the initial public
offering of the Common Stock) (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred
Stock, par value $0.01 per share (the "Series A Preferred Stock") at a Purchase
Price of $ per Unit (the amount equal to the product of four times the average
closing price of the Common Stock for the first five days of trading subsequent
to the consummation of the initial public offering of the Common Stock), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and        , as Rights
Agent.

<PAGE>   112
            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in the
Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days following
a public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), other than
persons who acquire 15% beneficial ownership of the Company as a result of
repurchases of stock by the Company or certain inadvertent actions by certain
other stockholders, who upon consummation of the initial public offering are
beneficial owners of 15% or more of the Company, unless such persons acquire
additional shares constituting 5% or more of the Company, or (ii) 10 business
days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a person
or group becoming an Acquiring Person. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the


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<PAGE>   113
Company reserves the right to require prior to the occurrence of a Triggering
Event (as defined below) that, upon any exercise of Rights, a number of Rights
be exercised so that only whole shares of Preferred Stock will be issued.

            The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M. (New York City time) on            , 2010 (the tenth
anniversary of the date of the consummation of the initial public offering of
the Common Stock), unless such date is extended or the Rights are earlier
redeemed or exchanged by the Company as described below.

            As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

            In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its stockholders, after
receiving advice from one or more investment


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<PAGE>   114
banking firms (a "Qualified Offer"), each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth above
until such time as the Rights are no longer redeemable by the Company as set
forth below.

            For example, at an exercise price of $200.00 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to purchase
$400.00 worth of Common Stock (or other consideration, as noted above) for
$200.00. Assuming that the Common Stock had a per share value of $20.00 at such
time, the holder of each valid Right would be entitled to purchase 20 shares of
Common Stock for $200.00.

            In the event that, at any time following the Stock Acquisition Date,
(i) the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than with an entity
which acquired the


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<PAGE>   115
shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or
other business combination transaction in which the Company is the surviving
corporation and the Common Stock of the Company is changed or exchanged, or
(iii) 50% or more of the Company's assets, cash flow or earning power is sold or
transferred, each holder of a Right (except Rights which have previously been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."

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

            At any time until ten business days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right


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<PAGE>   116
(payable in cash, Common Stock or other consideration deemed appropriate by the
Board of Directors). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.01 redemption price.

            Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to the Company, stockholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Company or
for common stock of the acquiring company or in the event of the redemption of
the Rights as set forth above.

            Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no amendment
may be made at such time as the Rights are not redeemable.


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<PAGE>   117
            A form of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form S-1
dated          , 2000. A copy of the Rights Agreement is available free of
charge from the Rights Agent. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.


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