<PAGE>


                                                                   EXHIBIT 4.2.1











                        CAPITAL ONE FINANCIAL CORPORATION

                                       AND

                                MELLON BANK, N.A.



                                  Rights Agent


                                Rights Agreement

                          Dated as of November 16, 1995







<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SectionPage
-----------
<S>     <C>
   1    Certain Definitions

   2    Appointment of Rights Agent

   3    Issue of Right Certificates

   4    Form of Right Certificates

   5    Countersignature and Registration

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

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

   8    Cancellation and Destruction of Right Certificates

   9    Reservation and Availability of Capital Stock

  10    Preferred Share Record Date

  11    Adjustment of Purchase Price, Number of Shares or
        Number of Rights

  12    Certification of Adjusted Purchase Price or Number of Shares

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

  14    Fractional Rights and Fractional Shares

  15    Rights of Action.

  16    Agreement of Right Holders

  17    Right Certificate Holder Not Deemed a Stockholder

  18    Concerning the Rights Agent

  19    Merger or Consolidation or Change of Name of Rights Agent

  20    Duties of Rights Agent
</TABLE>

<PAGE>

<TABLE>
<S>     <C>
  21    Change of Rights Agent

  22    Issuance of New Right Certificates

  23    Redemption

  24    Exchange

  25    Notice of Certain Events

  26    Notices

  27    Supplements and Amendments

  28    Successors

  29    Benefits of this Agreement

  30    Severability

  31    Determination and Actions by the Board of Directors, etc.

  32    Governing Law

  33    Counterparts

  34    Descriptive Headings


Exhibit A      Form of Certificate of Designations

Exhibit B      Form of Right Certificate

Exhibit C      Summary of Rights to Purchase Preferred Shares
</TABLE>


<PAGE>

                                RIGHTS AGREEMENT

                This Agreement, dated as of November 16, 1995, between Capital
One Financial Corporation, a Delaware corporation (the "Company"), and Mellon
Bank, N.A. (the "Rights Agent").

                              W I T N E S S E T H:

                WHEREAS, on November 16, 1995 (the "Declaration Date"), the
Board of Directors of the Company authorized and declared a dividend of one
right (a "Right") for each outstanding share of Common Stock (as hereinafter
defined), outstanding at the close of business on November 29, 1995 (the "Record
Date"), and has authorized the issuance of one Right (subject to adjustment)
with respect to each share of Common Stock that shall become outstanding
(whether originally issued or delivered from the Company's treasury) between the
Record Date and the earlier of the Distribution Date and the Expiration Date (as
such terms are hereinafter defined), each Right initially representing the right
to purchase one one-hundredth of a Preferred Share (as hereinafter defined) upon
the terms and subject to the conditions hereinafter set forth;

                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 shall have the meanings indicated:

                (a) "Acquiring Person" shall mean (i) any Person (as hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall, subsequent to the
Announcement Date (as hereinafter defined), become the Beneficial Owner (as
hereinafter defined) of 15% or more of the then outstanding shares of Common
Stock (other than as a result of a Permitted Offer (as hereinafter defined)), or
(ii) any Person which, together with all Affiliates and Associates of such
Person, is on the Announcement Date the Beneficial Owner of 15% or more of the
shares of Common Sock then outstanding, if, subsequent to the Announcement Date,
such Person, together with all Affiliates and Associates of such Person, shall
purchase or otherwise become the Beneficial Owner of additional shares of Common
Stock constituting 1% or more of the then outstanding shares of Common Stock;
provided, however, that (w) a Person shall not become an Acquiring Person if
such Person, together with its Affiliates and Associates, shall become the
Beneficial Owner of 15% or more (in the case of clause (i) above) or an
additional 1% or more (in the case of clause (ii) above) of the shares of Common
Stock then outstanding solely 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 time as such Person shall purchase or
otherwise become (as a result of actions taken by such Person or its Affiliates
or Associates) the Beneficial Owner of additional shares of Common Stock
constituting 1% or more of the then outstanding shares of Common Stock; (x)
"Acquiring Person" shall not include the Company, any

<PAGE>

wholly owned Subsidiary (as hereinafter defined) of the Company, any employee
benefit plan or employee stock plan of the Company or of any of its wholly owned
Subsidiaries, or any Person holding Common Stock which was organized, appointed
or established by the Company or any of its wholly owned Subsidiaries for or
pursuant to the terms of any such plan; and (y) "Acquiring Person" shall not
include any Person who becomes the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock but who acquired beneficial ownership of
shares of Common Stock inadvertently (including, without limitation, because (i)
such Person was unaware that it Beneficially Owned 15% or more of the Common
Stock or (ii) such Person was aware of the extent of such beneficial ownership
but such Person acquired beneficial ownership of such shares of Common Stock
without any plan or intention to change or influence the control of the
Company), and such Person promptly (and in any event within ten Business Days
after being so requested by the Company) enters into an irrevocable commitment
satisfactory to the Company's Board of Directors promptly (and in any event
within twenty Business Days or such shorter period as shall be determined by the
Company's Board of Directors) to divest, and thereafter promptly divests as
required by such commitment, sufficient shares of Common Stock so that such
Person ceases to be a Beneficial Owner of 15% or more of shares of Common Stock.

                (b)     "Affiliate" shall have the meaning ascribed to such term
in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof.

                (c)     "Announcement Date" shall mean November 16, 1995, the
date on which the declaration of a dividend of one Right for each share of
Common Stock was first announced publicly.

                (d)     "Associate" shall include (x) any Person included in the
definition of "Associate" in Rule 12b-2 under the Exchange Act, as in effect on
the date hereof, and (y) any Affiliate of any such Person.

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

                (i) which such Person or any of such Person's Affiliates or
Associates beneficially owns or may be deemed to beneficially own, directly or
indirectly (as determined pursuant to Rule 13d-3 or 13d-5 under the Exchange Act
as in effect on the date of this Agreement);

                (ii) which such Person or any of such Person's Affiliates or
Associates has, directly or indirectly, (A) the right to acquire (whether such
right is exercisable immediately or only after the passage of time or the
satisfaction of one or more conditions or both) pursuant to any agreement (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), arrangement
or understanding (whether in writing or not), or upon the exercise of conversion
rights, exchange rights, rights (other than the Rights), warrants or options, or
otherwise (provided, however, that a Person shall not be deemed to be the
Beneficial Owner

<PAGE>

of, or to beneficially own, any security solely because such security has been
tendered pursuant to a tender or exchange offer made by such Person or any of
such Person's Affiliates or Associates until such tendered security is accepted
for payment or exchange); or (B) the right to vote or dispose of, alone or in
concert with others, pursuant to any agreement, arrangement or understanding
(whether in writing or not); provided, however, that a Person shall not be
deemed pursuant to this clause (ii)(B) to be the Beneficial Owner of, or to
beneficially own, any security if the agreement, arrangement or understanding to
vote such security (1) arises solely from a revocable proxy or consent given to
such Person or any of such Person's Affiliates or Associates in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations of the Exchange Act and (2) is not also
then reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report), other than solely by reason of the existence of such
revocable proxy or consent; 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 (other than
customary agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities), arrangement or
understanding (whether or not in writing) for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy or consent as described in clause
(ii)(B) of this paragraph) or disposing of any securities of the Company.

If a Person shall be deemed to be the Beneficial Owner of any securities which
are not outstanding, such securities shall be deemed to be outstanding for
purposes of determining the percentage of Common Stock beneficially owned by
such Person but all other securities (including securities of the same class)
not actually outstanding shall not be deemed outstanding for such purposes.

                (f) "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.

                (g) "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.

                (h) "Common Stock" shall mean the Common Stock, par value $0.01
per share, of the Company (as it may be constituted from time to time during the
term of this Agreement), except that "Common Stock" when used with reference to
any Person other than the Company (or, in the case of a transaction referred to
in Section 13 hereof, if the Company is the successor to the other Person
referred to in Section 13, or is the surviving corporation, when thereafter used
with reference to the Company) shall mean the capital stock (or, in the case of
a partnership or other unincorporated entity, the equivalent equity interest)
with the greatest voting power of such Person, together with all rights and
benefits (however denominated or constituted) relating to such common stock
(including, without limitation, any rights or warrants to acquire additional
shares of such common stock or other

<PAGE>

securities or assets, or to participate in any trust for the benefit of holders
of such shares, or to share in the benefits of any agreements or other
arrangements for the benefit of such holders), whether or not such rights are
yet exercisable, and together with any other securities which are represented by
the certificates for such shares or are transferred in connection with transfers
of such shares.

                (i) "Permitted Offer" shall mean a tender or exchange offer for
all outstanding Common Stock which is at a price and on terms approved, prior to
the acceptance for payment of shares under such tender or exchange offer, by the
Boarad of Directors of the Company.

                (j) "Person" shall mean any individual, firm, limited liability
company, corporation, partnership, trust, association or other entity.

                (k) "Preferred Shares" shall mean shares of Cumulative
Participating Junior Preferred Stock, par value $0.01 per share, of the Company
having the rights, preferences and limitations set forth in the form of
Certificate of Designations attached to this Agreement as Exhibit A and, to the
extent there are not a sufficient number of shares of Cumulative Participating
Junior Preferred Stock authorized to permit the full exercise of the then
outstanding Rights, any other series of preferred stock of the Company
designated for such purpose by the Board of Directors of the Company containing
terms substantially similar to the terms of the Cumulative Participating Junior
Preferred Stock.

                (l) "Stock Acquisition Date" shall mean the time and day of the
first public announcement (which for purposes of this definition, shall include,
without limitation, the filing of a report pursuant to the Exchange Act) by the
Company or an Acquiring Person indicating that an Acquiring Person has become
such.

                (m) "Subsidiary" shall mean, with respect to any Person, any
corporation or other entity as to which such Person beneficially owns sufficient
voting securities or other ownership interests having ordinary voting power
sufficient, in the absence of contingencies, to elect at least a majority of its
directors (or individuals performing similar functions).

                (n) The terms set forth below are defined in the Sections
indicated below:

<TABLE>
<CAPTION>
  Term                                          Section
-------------------------------------------------------
<S>                                             <C>
Act                                             9(e)
Common Stock Equivalent                         11(a)(iii)(B)
current market price                            11(d)
Current Value                                   11(a)(iii)(A)
Declaration Date                                Recitals
Distribution Date                               3(a)
Equivalent Preferred Shares                     11(b)
Exchange Act                                    1(b)
Exchange Ratio                                  24
</TABLE>

<PAGE>

<TABLE>
<S>                                             <C>
Expiration Date                                 7(a)
Final Expiration Date                           7(a)
NASDAQ                                          11(d)(i)
Principal Party                                 13(b)
Purchase Price                                  7(b)
Record Date                                     Recitals
Redemption Price                                23
Right                                           Recitals
Right Certificates                              3(a)
Rights Agent                                    Recitals
Section 13 Event                                13(a)
Security                                        11(d)(i)
Spread                                          11(a)(iii)(A)
Substitution Period                             11(a)(iii)
Summary of Rights                               3(b)
Trading Day                                     11(d)(i)
Trigger Date                                    11(a)(iii)
</TABLE>

                Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights in accordance with the terms and conditions hereof, and the Rights Agent
hereby accepts such appointment. The Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable. In the event that the
Company appoints one or more Co-Rights Agents, the respective duties of the
Rights Agent and any Co-Rights Agents shall be as the Company shall determine.

                Section 3. Issue of Right Certificates. (a) Until the close of
business on the earlier of (i) the tenth Business Day after the Stock
Acquisition Date (including any such date which is after the Declaration Date
even if prior to the Record Date) and (ii) the tenth Business Day (or such later
day as may be determined by action of the Board of Directors of the Company
prior to such time as any person becomes an Acquiring Person) after the date of
the commencement of, or the first public announcement of the intent of any
Person (other than the Company, any wholly owned Subsidiary of the Company, any
employee benefit plan or employee stock plan of the Company or of any wholly
owned Subsidiary of the Company or any Person holding Common Stock which was
organized, appointed or established by the Company or such wholly owned
Subsidiary for or pursuant to the terms of any such plan) to commence (which
intention to commence remains in effect for five Business Days after such
announcement), a tender or exchange offer the consummation of which would result
in any Person becoming an Acquiring Person (including any such date which is
after the Declaration Date even if prior to the Record Date), (the earlier of
the dates referred to in clauses (i) and (ii) above 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 also be deemed (other than for purposes of
this Section 3 and any provision of this Agreement referring to the issuance of

<PAGE>

Rights Certificates) to be Right Certificates (as such term is hereinafter
defined)) and not by separate Right Certificates, and (y) the Rights (and the
right to receive Right Certificates) will be transferable only simultaneously
and together with the transfer of the underlying shares of Common Stock. As soon
as practicable after the Distribution Date, subject to Section 7(e) hereof the
Company shall prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent by first-class, postage-prepaid mail, to
each record holder of the Common Stock as of the close of business on the
Distribution Date, as shown by the records of the Company, at the address of
such holder shown on such records, a right certificate, substantially in the
form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each
share of Common Stock so held, subject to adjustment as herein provided. As of
and after the close of business on the Distribution Date, the Rights will be
evidenced solely by such Right Certificates and may be transferred only by the
transfer of the Rights Certificates as permitted hereby, separately and apart
from any transfer of one or more shares of Common Stock.

                (b) Promptly after the Record Date, the Company or the Rights
Agent will mail a copy of the Summary of Rights to Purchase Preferred Shares
substantially in the form attached hereto as Exhibit C (the "Summary of
Rights"), by first-class, postage-prepaid mail, to each record holder of the
Common Stock as of the close of business on the Record Date, as shown by the
records of the Company, at the address of such holder shown on such records.
With respect to certificates for Common Stock outstanding as of the close of
business on the Record Date or issued prior to the Distribution Date, until the
Distribution Date the Rights will be evidenced solely by such certificates
registered in the names of the holders thereof. Until the Distribution Date (or
the earlier redemption or expiration of the Rights), the surrender for transfer
of any certificate for Common Stock outstanding as of the close of business on
the Record Date, with or without a copy of the Summary of Rights attached
thereto, shall also constitute the transfer of the Rights associated with the
Common Stock represented thereby.

                The Company will mail to any record holder of a Right
(including, prior to the Distribution Date, a record holder of Common Stock) a
copy of this Rights Agreement, without charge, promptly after receipt of a
written request therefor.

                (c) Rights shall be issued in respect of all shares of Common
Stock that become outstanding after the Record Date and prior to the earlier of
the Distribution Date and the Expiration Date, and all certificates for Common
Stock which become outstanding after the Record Date, but prior to the earlier
of the Distribution Date and the Expiration Date shall have impressed on,
printed on, written on or otherwise affixed to them substantially the following
legend:

        This certificate also evidences and entitles the holder hereof to
        certain Rights as set forth in a Rights Agreement between Capital One
        Financial Corporation and Mellon Bank, N.A., dated as of November 16,
        1995, as it may from time to time be supplemented or amended pursuant to
        its terms (the "Rights Agreement"), the terms of which are hereby
        incorporated by reference and a copy of which is on file at the
        principal executive offices of Capital One Financial Corporation. Under
        certain

<PAGE>

        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. Capital One Financial Corporation will mail to the
        registered holder of this certificate a copy of the Rights Agreement
        without charge promptly after receipt of a written request therefor.
        Under certain circumstances provided for in the Rights Agreement, Rights
        issued to, or beneficially owned by any Person who is an Acquiring
        Person or an Affiliate or Associate thereof (as such terms are defined
        in the Rights Agreement) or any subsequent holder of such Rights shall
        become null and void.

                Section 4. Form of Right Certificates. The Right Certificates
(and the forms of election to purchase shares and of assignment to be printed on
the reverse thereof) shall be substantially in the form of 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 law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange or quotation system on which the
Rights may from time to time be listed, or to conform to usage. Subject to the
provisions of Sections 11 and 22 hereof, the Right Certificates, whenever
distributed, which are distributed in respect of shares of Common Stock which
were issued and outstanding as of the Record Date, shall be dated as of the
Record Date, and all Right Certificates which are distributed in respect of
other shares of Common Stock shall be dated as of the respective date of
issuance of such Common Stock and in each such case on their face shall entitle
the holders thereof to purchase such number of one-hundredths of a Preferred
Share as shall be set forth therein at the Purchase Price (as hereinafter
defined), but the number and type of securities purchasable upon the exercise of
each Right and the Purchase Price thereof shall be subject to adjustment as
provided herein.

                Section 5. Countersignature and Registration. (a) The Right
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President or any Senior Vice President or Vice President, either
manually or by facsimile signature, and have affixed thereto the Company's seal
or a facsimile thereof which shall be attested by the Secretary or an Assistant
Secretary of the Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent and shall not
be valid for any purpose unless so countersigned. In case any officer of the
Company who shall have signed or attested any of the Right Certificates shall
cease to be such officer of the Company before countersignature by the Rights
Agent and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent, and issued and delivered
with the same force and effect as though the person who signed or attested such
Right Certificates had not ceased to be such officer of the Company; and any
Right Certificate may be signed or attested on behalf of the Company by any
person who, at the actual date of the execution of such Right Certificate, shall
be a proper officer of the Company to sign or attest such Right Certificate,
although at the date of the execution of this Rights Agreement any such person
was not such an officer.

                (b) Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at its principal office or such other office designated by
it for such purpose, books

<PAGE>

for registration and transfer of the Right Certificates issued hereunder. Such
books shall show the name(s) and address(es) of the holder(s) of each Right
Certificate, the number of Rights evidenced on its face by each Right
Certificate, the certificate number of each Right Certificate and the date of
each Right Certificate.

                Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)
Subject to the provisions of Sections 7(e), 7(f) and 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 Right Certificate or Right
Certificates may be transferred, split up, combined or exchanged for another
Right Certificate or Right Certificates, entitling the registered holder to
purchase a like number of one one-hundredths of a Preferred Share (or other
securities, cash and/or assets, as the case may be) as the Right Certificate or
Right Certificates surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any Right
Certificate or Right Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the principal
office or such other office 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 Right
Certificate unless and until the registered holder shall have completed and
signed the certificate contained in the form of assignment on the reverse side
thereof and shall have provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Associates and Affiliates of
the foregoing as the Company shall reasonably request. Thereupon the Rights
Agent shall, subject to Sections 7(e), 7(f) and 14 hereof, countersign and
deliver to the person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates.

                (b) Subject to the provisions of Sections 7(e), 7(f) and 14
hereof, upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of an indemnity or
security reasonably satisfactory to the Company and the Rights Agent, 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 Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for counter signature and
delivery to the registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

                Section 7. Exercise of Rights; Purchase Price, Expiration Date
of Rights. (a) Subject to Sections 7(e), 7(f), 9(e) and 11(a)(iii) hereof, the
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time
after the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase and certificate on the reverse side thereof duly
executed, to the Rights Agent at its principal office or such other office
designated by it

<PAGE>

for such purpose, together with payment of the Purchase Price for each
one-hundredth of a Preferred Share (or other securities, cash and/or assets, as
the case may be) as to which the Rights are exercised, at or prior to the
earliest of (i) the close of business on November 29, 2005 (the "Final
Expiration Date"), (ii) the date and time at which the Rights are redeemed as
provided in Section 23 hereof, (iii) the date and time at which the Rights are
exchanged as provided in Section 24 hereof, or (iv) the time at which the rights
expire pursuant to Section 13(d) (such earliest date and time being referred to
herein as the "Expiration Date").

                (b) The purchase price for each one one-hundredth of a Preferred
Share pursuant to the exercise of a Right shall initially be $150.00, shall be
subject to adjustment from time to time as provided in Sections 11 and 13 hereof
and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below (the "Purchase Price").

                (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase and certificate duly executed, accompanied by payment of the Purchase
Price for the Preferred Shares (or other securities, cash and/or assets, as the
case may be) to be purchased and an amount equal to any applicable transfer tax
(as determined by the Rights Agent) in cash, or by certified check or bank draft
payable to the order of the Company, the Rights Agent shall, subject to Section
20(j) hereof, thereupon promptly (i) (A) requisition from any transfer agent of
the Preferred Shares certificates (or make available, if the Rights Agent is the
transfer agent) for the number of Preferred Shares to be purchased and the
Company hereby irrevocably authorizes its transfer agent to comply with all such
requests or (B) if the Company has elected to deposit the Preferred Shares
issuable upon exercise of the Rights hereunder into a depository, requisition
from the depositary agent depositary receipts representing such number of one
one-hundredths of a Preferred Share as are to be purchased (in which case
certificates for the Preferred Shares represented by such receipts shall be
deposited by the transfer agent with the depositary agent) and the Company
hereby directs the depositary agent to comply with such request, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 hereof, (iii)
after receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, promptly after receipt thereof, deliver any
such cash to or upon the order of the registered holder of such Right
Certificate. In the event that the Company is obligated to issue other
securities of the Company, pay cash and/or distribute other property pursuant to
Section 11 hereof, the Company will make all arrangements necessary so that such
other securities, cash and/or property are available for distribution by the
Rights Agent, if and when appropriate. Notwithstanding the foregoing provisions
of this Section 7(c), the Company may suspend the issuance of Preferred Shares
or shares of Common Stock or other securities upon exercise of a Right for a
reasonable period, not in excess of 90 days, during which the Company seeks to
register under the Securities Act of 1933, as amended, and any applicable
securities law of any other jurisdiction, the Preferred Shares of shares of
Common Stock or such other securities to be issued pursuant to the Rights.

<PAGE>

                (d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Sections 7(e), 7(f) and 14
hereof, or the Rights Agent shall place an appropriate notation on the Right
Certificate with respect to those Rights exercised.

                (e) Notwithstanding anything in this Agreement to the contrary,
from and after the Stock Acquisition Date, any Rights beneficially owned by (i)
an Acquiring Person or any Associate or Affiliate thereof, (ii) a transferee of
an Acquiring Person (or of any Affiliate or Associate thereof) who becomes a
transferee concurrently with or after the Acquiring Person becomes such, (iii) a
transferee of an Acquiring Person (or of any Affiliate or Associate thereof) who
becomes a transferee prior to the Acquiring Person becoming such and receives
such Rights pursuant to either (A) a transfer (whether or not for consideration)
by 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 (whether or not in writing) 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 (whether or not
in writing) which has a purpose or effect the avoidance of this Section 7(e) or
of Section 11 or 13 with respect to the limitation of rights beneficially owned
by an Acquiring Person (or any Associate or Affiliate thereof), or (iv) a
subsequent transferee of any of the foregoing, shall become null and void
without any further action and no existing or subsequent holder of such Rights
shall have any rights whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise. No Right Certificate shall be issued
pursuant to Section 3 hereof that represents Rights beneficially owned by an
Acquiring Person whose Rights would be void pursuant to the provisions of this
Section 7(e) or any Associate or Affiliate thereof; no Right Certificate shall
be issued at any time upon the transfer of any Rights to an Acquiring Person
whose Rights would be void pursuant to the provisions of this Section 7(e) or
any Associate or Affiliate thereof or to any nominee of such Acquiring Person,
Associate or Affiliate; and any Right Certificate delivered to the Rights Agent
for transfer to an Acquiring Person whose Rights would be void pursuant to the
provisions of this Section 7(e) shall be canceled; provided, that if any Right
Certificate that should not have been issued, or should have been cancelled,
pursuant to this sentence is issued or is not cancelled, it shall nevertheless
be void as provided above in this Section 7(e). The Company shall use all
reasonable efforts to insure that the provisions of this Section 7(e) hereof are
complied with, but shall have no liability to any holder of Right Certificates
or any other Person as a result of the failure to make any determination with
respect to an Acquiring Person or its Affiliates, Associates or to transferees
of the foregoing.

                (f) Notwithstanding any other provision of this Agreement,
neither the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to a registered holder of any Right Certificate upon the
occurrence of any purported transfer or exercise as set forth in this Section 7
unless and until the registered holder shall have completed and signed the
certificate contained in the form of election to purchase shares set forth on
the reverse side thereof and shall have provided such additional evidence of the

<PAGE>

identity of the Beneficial Owner and former Beneficial Owner (and Associates and
Affiliates of the foregoing) as the Company shall reasonably request.

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

                Section 9. Reservation and Availability of Capital Stock. (a)
The Company covenants and agrees that at all times prior to the Stock
Acquisition Date, it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any authorized and issued Preferred
Shares held in its treasury, the number of Preferred Shares that, will be
sufficient to permit the exercise in full of all outstanding Rights and, after
the Stock Acquisition Date, shall to the extent reasonably practicable, so
reserve and keep available a sufficient number of its authorized and unissued
shares of Common Stock and/or other securities or out of its authorized and
issued shares of Common Stock and/or other securities held in its treasury which
may be required to permit the exercise in full of the Rights pursuant to this
Agreement.

                (b) The Company covenants and agrees that it will take all such
action as may be necessary to insure that all Preferred Shares (and following
the Stock Acquisition Date, shares of 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 shares.

                (c) The Company covenants and agrees that it will pay when due
and payable any and all U.S. federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right Certificates
or of any Preferred Shares (or shares of 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 involved in the transfer or delivery of Right Certificates to a person
other than, or the issuance or delivery of certificates or depositary receipts
for Preferred Shares (or shares of Common Stock and/or other securities, as the
case may be) in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or deliver
any certificates or depositary receipts for Preferred Shares (or shares of
Common Stock and/or other securities, as the case may be) upon the exercise of
any Rights until any such tax shall have been paid (any such tax being

<PAGE>

payable by the holder of such Right Certificate at the time of surrender) or
until it has been established to the Company's satisfaction that no such tax is
due.

                (d) So long as the Preferred Shares (or shares of Common Stock
and/or other securities, as the case may be) issuable 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.

                (e) The Company shall use its best efforts to (i) file as soon
as practicable following the Stock Acquisition Date (or, if required by law, at
such earlier time following the Distribution Date as so required) a registration
statement under the Securities Act of 1933, as amended (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 and the rules and regulations thereunder) until the earlier of (A) the date
as of which the Rights are no longer exercisable for such securities and (B) the
expiration of the Rights. The Company will also take such action as may be
appropriate to ensure compliance with the securities or "blue sky" laws of the
various states. The Company may temporarily suspend, in accordance with
applicable law, for a period of time not to exceed 90 days after the date set
forth in clause (i) of the first sentence of this Section 9(e), the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective. Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect. Notwithstanding any provision of
this Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction if the requisite qualification in such jurisdiction shall not have
been obtained, the exercise thereof shall not be permitted under applicable law
or a registration statement shall not have been declared effective.

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

<PAGE>

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 of Shares or
Number of Rights. The Purchase Price, the number and kind of securities, or
fractions thereof, 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 or pay a dividend on the Preferred Shares
payable in Preferred Shares, (B) subdivide or split the outstanding Preferred
Shares, (C) combine or consolidate the outstanding Preferred Shares into a
smaller number of Preferred Shares or (D) issue any shares of its capital stock
in a reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a) and Section 7(e), the Purchase Price in effect at
the time of the record date for such dividend or of the effective date of such
subdivision, split, combination, consolidation or reclassification, and the
number and kind of shares of Preferred Shares or capital stock, as the case may
be, issuable upon exercise of a Right 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 Shares 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 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, split, combination, consolidation or
reclassification. If an event occurs which would require an adjustment under
both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in
this Section 11(a)(i) shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii).

                (ii) Immediately upon the Stock Acquisition Date, proper
provision shall be made so that each holder of a Right (except as otherwise
provided 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 and subject to Sections 9(e), 11(a)(iii) and 24, in lieu
of Preferred Shares, such 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 Preferred Share for which a
Right was or would have been exercisable immediately prior to the first Stock
Acquisition Date (whether or not such Right was then exercisable) and (y)
dividing that product by 50% of the current market price per share of the Common
Stock (determined pursuant to Section 11(d) hereof) on the first Stock
Acquisition Date (such number of shares being hereinafter referred to as the
"Adjustment Shares"); provided, however, if the transaction that would otherwise
give rise to the foregoing adjustment is also subject to the provisions of
Section 13 hereof, then only the provisions of Section 13 hereof shall apply and
no adjustment shall be made pursuant to this Section 11(a)(ii).

<PAGE>

                (iii) In the event that the number of shares of Common Stock,
which are authorized by the Company's certificate of incorporation but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights, is not sufficient to permit the exercise in full of the Rights in
accordance with the foregoing clause (ii) of this Section 11(a), and the Rights
become so exercisable, the Company (acting by resolution of its Board of
Directors) shall (to the extent permitted by applicable law):

                        (A) determine the excess of (1) the value of the
Adjustment Shares issuable upon the exercise of a Right (the "Current Value")
over (2) the then current Purchase Price attributable to each Right (such excess
being referred to herein as the "Spread"), and

                        (B) with respect to each Right, to the extent permitted
by applicable law and any contractual restrictions binding on the Company, make
adequate provision to substitute for the Adjustment Shares, upon payment of the
Purchase Price, (1) Common Stock or other equity securities of the Company
(including, without limitation, shares, or units of shares, of preferred stock
which the Board of Directors of the Company has deemed to have substantially the
same value as shares of Common Stock (such shares of preferred stock being
referred to herein as "Common Stock Equivalents")), (2) a reduction in the
Purchase Price, (3) cash, (4) debt securities of the Company, (5) other assets,
or (6) any combination of the foregoing (provided, that in making any such
provision, Rights shall, to the fullest extent feasible in view of the number of
shares of authorized Common Stock not outstanding or reserved for issuance for
purposes other than upon exercise of the rights, be exercisable for Common
Stock), in each case having an aggregate value equal to the Current Value, where
such aggregate value has been determined by the Board of Directors of the
Company based upon the advice of a nationally recognized investment banking firm
selected by the Board of Directors of the Company;

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
Stock Acquisition Date (the "Trigger Date"), then the Company shall be obligated
to deliver, upon 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, securities and/or assets that have an aggregate
value equal to the Spread. Notwithstanding the immediately preceding sentence,
if the Board of Directors of the Company shall determine in good faith that it
is likely that sufficient additional shares of Common Stock could be authorized
for issuance upon exercise in full of the Rights, the thirty (30) day period set
forth above may be extended to the extent necessary, but not to more than ninety
(90) days after the Trigger Date, in order that the Company may seek stockholder
approval for the authorization of such additional shares (such period, as it may
be extended, being referred to herein as the "Substitution Period"). To the
extent that the Company determines that some action need be taken pursuant to
the foregoing provisions of this Section 11(a)(iii), the Company (x) shall
provide, subject to Section 7(e), that such action shall apply uniformly to all
outstanding Rights and (y) may suspend the exercisability of the Rights until
the expiration of the Substitution Period in order to seek any authorization of
additional shares

<PAGE>

and/or to decide the appropriate form of distribution to be made pursuant to the
first sentence of this Section 11(a)(iii) and to determine the value thereof. In
the event of any such suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended, as
well as a public announcement at such time as the suspension is no longer in
effect. For purposes of this Section 11(a)(iii), the terms of any Common Stock
Equivalent shall be determined so that the per share or per unit value of such
Common Stock Equivalent shall have the same value as the "current market price"
per share of Common Stock (as determined pursuant to 11(d) on the date of the
first occurrence of the Stock Acquisition Date).

                (b) In case the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having substantially the
same rights, privileges, and preferences as the Preferred Shares ("Equivalent
Preferred Shares")) or securities convertible into Preferred Shares or
Equivalent Preferred Shares at a price per Preferred Share or Equivalent
Preferred Share (or having a conversion price per share, if a security
convertible into Preferred Shares or Equivalent Preferred Shares) less than the
current market price per Preferred Share (as defined in Section 11(d) hereof) on
such record date, the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, of which the numerator shall be the
number of Preferred Shares and Equivalent Preferred Shares outstanding on such
record date plus the number of Preferred Shares which the aggregate offering
price of the total number of Preferred Shares and/or Equivalent Preferred Shares
to be so offered (and/or the aggregate initial conversion price of the
convertible securities to be so offered) would purchase at such current market
price and of which the denominator shall be the number of Preferred Shares and
Equivalent Preferred Shares outstanding on such record date plus the number of
additional Preferred Shares and/or Equivalent Preferred Shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
in a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent. Preferred Shares owned by or held for the account
of the Company or any of its Subsidiaries shall not be deemed outstanding for
the purpose of any such computation. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such rights, options
or warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

                (c) In case the Company shall fix a record date for the making
of a distribution to all holders of Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular periodic cash dividend at a rate not in excess
of 150% of the rate of the last periodic cash dividend theretofore paid or a
dividend payable in Preferred Shares) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), the Purchase Price to be
in effect after

<PAGE>

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 per Preferred Share (as defined in Section
11(d) hereof) on such record date, less the fair market value (as determined in
good faith by the Board of Directors of the Company, whose determination shall
be described in a statement filed with the Rights Agent) of the portion of the
assets or evidences of indebtedness so to be distributed or of such subscription
rights or warrants applicable to one Preferred Share and of which the
denominator shall be such current market price per Preferred Share. Such
adjustments shall be made successively whenever such a record date is fixed; and
in the event that such distribution is not so made, the Purchase Price shall
again be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

                (d) (i) For the purpose of any computation hereunder, and
subject to Section 11(d)(ii),the "current market price" for any security (a
"Security" for purposes of this Section 11(d)(i)) on any date shall be deemed to
be the average of the daily closing prices per share of such Security for the
thirty (30) consecutive Trading Days (as such term is hereinafter defined)
immediately prior to such date; provided, however, that in the event that the
current market price per share of the Security is determined during a period
following the announcement by the issuer of such Security of a dividend or
distribution on such Security payable in shares of such Security or securities
convertible into shares of such Security, or any subdivision, split,
combination, consolidation or reclassification of such Security, and prior to
the expiration of thirty (30) Trading Days after the ex-dividend date for such
dividend or distribution or the record date for such subdivision, split,
combination, consolidation or reclassification, then, and in each such case, the
current market price shall be appropriately adjusted to reflect ex-dividend or
ex-distribution 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 Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the shares of the Security are listed or admitted to trading or, if the
shares of the Security 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
the National Association of Securities Dealers, Inc. Automated Quotation System
or any successor ("NASDAQ") or such other system then in use, or, if on any such
date the shares of the Security 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 Security selected by the Board of Directors
of the Company. If on such date no such market maker is making a market in the
Security, the fair value of such shares on such date as determined in good faith
by the Board of Directors of the Company shall be used, such determination to be
described in a statement filed with the Rights Agent. The term "Trading Day"
shall mean a day on which the principal national securities exchange on which
the shares of the Security are listed or admitted to trading is open for the
transaction of business or, if the shares of the

<PAGE>

Security are not listed or admitted to trading on any national securities
exchange but are quoted on NASDAQ, a day on which NASDAQ is in operation or if
the shares of Security are neither listed nor admitted to trading on any
national securities exchange nor quoted on NASDAQ, a Business Day.

                (ii) For the purpose of any computation hereunder, the "current
market price" of the Preferred Shares shall be determined in accordance with the
method set forth in Section 11(d)(i), except that if the Preferred Shares are
not publicly traded, the "current market price" of the Preferred Shares shall be
conclusively deemed to be the current per share market price of the Common Stock
as determined pursuant to Section 11(d)(i) (appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof), multiplied by one hundred (as such number may be appropriately adjusted
for stock splits, stock dividends, recapitalizations and similar events after
the date of this Agreement). If neither the Common Stock nor the Preferred
Shares are publicly held or so listed or traded, "current per share market
price" shall mean the fair value per share as determined in good faith by an
independent investment banking firm selected 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 conclusive for all purposes.

                (e) Notwithstanding anything herein to the contrary, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in such price; provided, however,
that any adjustments which by reason of this Section 11(e) are not required to
be made 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 to the
nearest one one-millionth of a Preferred Share. Notwithstanding the first
sentence of this Section 11(e), any adjustment required by this Section 11 shall
be made no later than the earlier of (i) three years from the date of the
transaction which mandates such adjustment and (ii) the date of the expiration
of the right to exercise any Rights.

                (f) In the event that at any time, as a result of an adjustment
made pursuant to Section 11(a), or Section 13(a), the holder of any Right
thereafter exercised shall become entitled to receive any securities other than
Preferred Shares, thereafter the number or amount of such other securities so
receivable upon exercise of any Right shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the securities 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 of this Agreement with respect to the Preferred Shares shall apply on
like terms to any such other securities.

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


<PAGE>

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

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

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

<PAGE>

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

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

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

                (n) The Corporation covenants and agrees that it shall not, at
any time after the Distribution Date, (i) consolidate with any other Person
(other than a wholly-owned Subsidiary of the Corporation in a transaction which
does not violate Section 11(o) hereof), (ii) merge with or into any other Person
(other than a wholly-owned Subsidiary of the Corporation in a transaction which
does not violate 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 or earning power aggregating more than 50% of the assets or
earning power of the Corporation and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Corporation and/or any of its
Subsidiaries in one or more transactions each of which does not violate Section
11(o) hereof), if (x) at the time of or immediately after such consolidation,
merger, sale or transfer there are any charter or by-law provisions or any
rights, warrants or other instruments or securities outstanding or agreements in
effect or other actions taken, which would materially 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
stockholders of the Person who constitutes, or would constitute, the "Principal
Party" for purposes of Section 13(a) hereof shall have received a distribution
of Rights previously owned by such Person or any of its Affiliates and
Associates. The Corporation shall not consummate any such

<PAGE>

consolidation, merger, sale or transfer unless prior thereto the Corporation and
such other Person shall have executed and delivered to the Rights Agent a
supplemental agreement evidencing compliance with this Section 11(n).

                (o) The Company covenants and agrees that, after a Stock
Acquisition Date it will not, except as permitted by Section 24 or Section 27
hereof, take (or permit any Subsidiary to take) any action the purpose of which
is to, or if at the time such action is taken it is reasonably foreseeable that
the effect of such action is to, materially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights.

                (p) Notwithstanding anything in this Agreement to the contrary,
in the event that the Company shall, at any time after the date of this
Agreement and prior to the Distribution Date, (i) declare any dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, (iii) combine or consolidate the
outstanding Common Stock into a smaller number of shares, or (iv) effect a
reclassification of its outstanding Common Stock, the number of one
one-hundredths of Preferred Shares so purchasable after such event upon proper
exercise of each Right shall be determined by multiplying the number of one
one-hundredths of Preferred Shares so purchasable immediately prior to such
event by a fraction, the numerator of which shall be the total number of shares
of Common Stock outstanding immediately prior to such event and the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately following such event. The adjustments provided for in this Section
11(p) shall be made successively whenever such a dividend is declared or paid or
such a subdivision, combination or consolidation is effected. If an event occurs
which would require an adjustment under Section 11(a)(ii) and this Section
11(p), the adjustments provided for in this Section 11(p) shall be in addition
and prior to any adjustment required pursuant to Section 11(a)(ii).

                Section 12. Certification of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Sections 11 or 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 Shares or the Common Stock a copy of such certificate and (c) mail a
brief summary thereof to each holder of a Right Certificate in accordance with
Section 25 hereof. The Rights Agent shall be fully protected in relying on such
certificate and on any adjustment contained therein and shall not be deemed to
have knowledge of any such adjustment unless and until it shall have received
such certificate.

                Section 13. Consolidation, Merger or Sale or Transfer of Assets
or Earning Power. (a) In the event (a "Section 13 Event") that, following the
Stock Acquisition Date, directly or indirectly, (x) the Company shall
consolidate with, or merge with and into, any Person or Persons, (y) the Company
shall consolidate with or merge with and into, any Person or Persons, and the
Company shall be the continuing or surviving corporation of such consolidation
or merger (other than, in a case of any transaction described in (x) or (y), a
merger or consolidation which would result in all of the securities generally
entitled to vote in the election of directors ("voting securities") of the
Company outstanding immediately

<PAGE>

prior thereto continuing to represent (either by remaining outstanding or by
being converted into securities of the surviving entity) all of the voting
securities of Company or such surviving entity outstanding immediately after
such merger or consolidation and holders of such securities not having changed
as a result of such merger or consolidation), or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole and calculated on the basis of the Company's most
recent regularly prepared financial statements) to any Person or Persons (other
than the Company or any Subsidiary of the Company in one or more transactions
each of which does not violate Section 11(o) hereof), then, and in each such
case (except as provided in 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
and in lieu of the Preferred Shares, Common Stock and other securities or assets
of the Company, such number of validly authorized and issued, fully paid,
non-assessable and freely tradable shares of Common Stock of the Principal Party
(as 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 (A) multiplying the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to the first occurrence of a Section 13 Event (without taking
into account any adjustment previously made pursuant to Section 11(a)(ii)) and
(y) dividing that product by 50% of the current market price per share of the
Common Stock of such Principal Party (determined pursuant to Section 11(d)
hereof) 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; and (iv) such Principal Party shall take such
steps (including, but not limited to, the reservation of a sufficient number of
shares of its Common Stock in accordance with Section 9 hereof (applying the
provisions thereof with respect to Preferred Shares of the Company to the Common
Stock of such Principal Party)) in connection with such consummation as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be possible, in relation to the shares of its Common
Stock thereafter deliverable upon the exercise of the Rights.

                (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): (A)
                        the Person that is the issuer of any securities into
                        which Common Shares of the Company are converted in such
                        merger or consolidation, or, if there is more than one
                        such issuer of the issuer of Common Stock of which has
                        the greatest aggregate market value or (B) if no
                        securities are so issued, the Person that is the other
                        party

<PAGE>

                        to such merger or consolidation, or, if there is more
                        than one such Person, the Person the Common Stock of
                        which has the greatest aggregate market value
                        (including, if applicable, the Company if it is the
                        surviving corporation); and

                        (ii) in the case of any transaction described in clause
                        (z) of the first sentence of Section 13(a), the Person
                        that is the party receiving the greatest portion of the
                        assets or earning power transferred pursuant to such
                        transaction or transactions or if the Person receiving
                        the greatest portion of the assets or earning power
                        cannot be determined, whichever of such Persons which is
                        the issuer of Common Stock having the greatest aggregate
                        market value;

provided, however, that in any of the cases described in 13(b)(i) or (b)(ii)
above, (1) if the shares of Common Stock of such Person are not at such time and
have 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 shares of Common Stock of which are
and have been so registered, "Principal Party" shall refer to such other Person;
(2) in case such Person is a Subsidiary, directly or indirectly, of more than
one Person, the shares of Common Stock of two or more of which are and have been
so registered, "Principal Party" shall refer to whichever of such Persons is the
issuer of the shares of Common Stock having the greatest aggregate market value;
and (3) in case such Person is owned, directly or indirectly, by a joint venture
formed by two or more Persons that are not owned, directly or indirectly, by the
same Person, the rules set forth in (1) and (2) above shall apply to each of the
chains of ownership having an interest in such joint venture as if such party
were a "Subsidiary" of both or all of such joint ventures and the Principal
Parties in each such chain shall bear the obligations set forth in this Section
13 in the same ratio as their direct or indirect interests in such Person bear
to the total of such interests.

                (c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of its authorized shares of 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 that all rights of first refusal or preemptive rights in respect
of the issuance of shares of Common Stock of the Principal Party upon exercise
of the outstanding Rights have been waived and that such transaction shall not
result in a default by the Principal Party under this Agreement, and further
providing that, as soon as practicable after the date of any consolidation,
merger, sale or transfer mentioned in paragraph (a) of this Section 13, the
Principal Party at its own expense shall:

                (i) prepare and file a registration statement under the Act with
respect to the Rights and the securities purchasable upon the exercise of the
Rights on an appropriate form,

<PAGE>

and use its best efforts to cause such registration statement to become
effective as soon as practicable after such filing and to remain effective (with
a prospectus at all times meeting the requirements of the Act) until the Final
Expiration Date;

                     (ii) use its best efforts to qualify or register the Rights
and the securities purchasable upon exercise of the Rights under the blue sky
laws of such jurisdictions as may be necessary or appropriate;

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

                     (iv) use its best efforts to list (or continue the listing
of) the Rights and the securities purchasable upon exercise of the Rights on a
national securities exchange or to meet the eligibility requirement for
quotation on NASDAQ.

                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 Stock
Acquisition Date, the Rights which have not theretofore been exercised pursuant
to Section 11(a)(ii) 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 Common Stock pursuant to a Permitted Offer (or an
Affiliate of any such Person or Persons) as promptly as reasonably practical
(and in any event within one year) following consummation of such Permitted
Offer; (ii) the price per share of Common Stock offered in such transaction is
not less than the price per share of Common Stock paid to all holders of Common
Stock whose shares were purchased pursuant to such Permitted Offer; and (iii)
the form of consideration offered in such transaction is the same as the form of
consideration paid pursuant to such Permitted Offer. Upon consummation of any
such transaction contemplated by this Section 13(d), all Rights hereunder shall
expire.

                (e) In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has provision in any of its
authorized securities or in its Certificate of Incorporation or By-laws or other
instrument governing its corporate affairs, which provision would have the
effect of (i) causing such Principal Party to issue, in connection with, or as a
consequence of, the consummation of a transaction referred to in this Section
13, shares of Common Stock of such Principal Party at less than the then current
market price per share (determined pursuant to Section 11(d) hereof) or
securities exercisable for, or convertible into, Common Stock of such Principal
Party at less than such then current market price (other than to holders of
Rights pursuant to this Section 13) or (ii) providing for any special payment,
tax or similar provisions in connection with the issuance of the Common Stock of
such Principal Party pursuant to the provisions of Section 13, then, in such
event, the Company shall not consummate any such transaction unless prior
thereto the

<PAGE>

Company and such Principal Party shall have executed and delivered to the Rights
Agent a supplemental agreement providing that the provision in question of such
Principal Party shall have been canceled, waived or amended, or that the
authorized securities shall be redeemed, so that the applicable provision will
have no effect in connection with, or as a consequence of, the Consummation of
the proposed transaction.

                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 hereof) or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
Right. For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price 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 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, as selected by the
Board of Directors of the Company. If on any such date the Rights are not quoted
by any such organization and no professional market maker is making such a
market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

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

<PAGE>

value of a Preferred Share shall be the closing price of a Preferred Share (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of such exercise.

                (c) Following the occurrence of the Stock Acquisition Date or a
Section 13 Event, the Company shall not be required to issue fractions of shares
of its Common Stock upon exercise of the Rights or to distribute certificates
which evidence fractional shares of its Common Stock. In lieu of fractional
shares of its Common Stock, the Company may pay to the registered holders of
Right Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of one
share of its Common Stock. For purposes of this Section 14(c), the current
market value of one share of Common Stock of the Company shall be the closing
price of one share of Common Stock of the Company (as determined pursuant to
11(d)(i)) for the Trading Day immediately prior to the date of such exercise.

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

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

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

                (a) prior to the Distribution Date, the Rights will be
transferable only simultaneously and together with the transfer of Common Stock;

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

<PAGE>

                (c) subject to Section 6, Section 7(f) and Section 11(a) hereof,
the Company and the Rights Agent may deem and treat the person in whose name the
Right Certificate (or, prior to the Distribution Date, the associated Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Right Certificates or the associated Common Stock certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent shall be required to be affected by any
notice to the contrary; and

                (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, that the Company must use its
best efforts to have any such injunction, order, decree or ruling lifted,
dissolved or otherwise overturned as soon as possible.

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

                Section 18. Concerning the Rights Agent. The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability.

                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

<PAGE>

this Agreement in reliance upon any Right 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.

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

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

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

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

                (b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person or
any Affiliate or Associate thereof and the determination of the current market
price per share of any Security) be proved or established

<PAGE>

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

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

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

                (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any change in the exercisability of the Rights
(including Rights becoming null and void pursuant to Section 7(e) hereof); nor
shall it be responsible for any adjustment required under the provisions of
Sections 11 or 13 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after receipt of a certificate described in Section 12
hereof); nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Preferred Shares or
Common Stock other securities to be issued pursuant to this Agreement or any
Right Certificate or as to whether any Preferred Shares or Common Stock or other
securities will, when issued, be validly authorized and issued, fully paid and
nonassessable.

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

                (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Treasurer or the 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. 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

<PAGE>

Rights Agreement and the date on and/or after which such action shall be taken
or such omission shall be effective. The Rights Agent shall not be liable for
any action taken 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 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, except it
may not act for an Acquiring Person in an investment banking capacity, or
otherwise assist an Acquiring Person in ways hostile to the Company, without the
consent of the Company.

                (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, omission, default, neglect or misconduct of any such
attorneys or agents or for any loss to the Company resulting from any such act,
omission, default, neglect or misconduct, provided reasonable care was exercised
in the selection and continued employment thereof.

                (j) If, with respect to any Right 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 any item therein, the
Rights Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company.

                Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company and to
each transfer agent of the Common Stock by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 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 Shares
by registered or certified mail, and to the holders of the Right Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of sixty (60) days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right

<PAGE>

Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation, bank or trust company organized and doing
business under the laws of the United States or of the State of New York (or any
other state of the United States so long as such corporation is authorized to do
business as a banking institution in the State of New York) in good standing,
having an office in the State of New York, which is authorized under such laws
to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000. After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock and Preferred Shares, and mail a notice thereof in writing to
the registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.
Notwithstanding the foregoing provision, in the event of resignation, removal or
incapacity of the Rights Agent, the Company shall have the authority to act as
the Rights Agent until a successor Rights Agent shall have assumed the duties of
the Rights Agent hereunder.

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

                In addition, in connection with the issuance or sale of shares
of Common Stock following the Distribution Date (other than upon exercise or
exchange of a Right) and prior to the Expiration Date, the Company, subject to
Section 7(e) hereof, (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, or upon the exercise, conversion or exchange of securities, notes
or debentures issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors, issue Right Certificates
representing the appropriate number of Rights in connection with such issuance
or sale; provided, however, that (i) the Company shall not be obligated to issue
any Right Certificate 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

<PAGE>

Rights Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

                Section 23. Redemption. (a) The Company may, by resolution of
its Board of Directors, at its option, at any time prior to the earlier of (x)
the Stock Acquisition Date or (y) the close of business on the Final Expiration
Date, redeem all but not less than all of the then outstanding Rights at a
redemption price of $0.01 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"). The redemption of the Rights by the
Board of Directors may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion may establish.
The Company may, at its option, pay the Redemption Price in cash, Common Stock
(based on the current market price of the Common Stock (as determined in
accordance with Section 11(d)(i) hereof) at the time of redemption) or any other
form of consideration deemed appropriate by the Board of Directors of the
Company.

                (b) Immediately upon adoption of an effective resolution of the
Board of Directors of the Company ordering the redemption of the Rights in
compliance with Section 23(a) (or upon the subsequent satisfaction of all
conditions to such redemption established by such resolution), 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. Within 10 Business Days after the action of the Board of Directors
ordering the redemption of the Rights (or such subsequent satisfaction of all
such conditions), the Company shall give notice of such redemption to the
holders of the then outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made. Neither the Company nor any of its
Affiliates or Associates may redeem, acquire or purchase any Rights at any time
in any manner other than that specifically set forth in this Section 23, and
other than in connection with the repurchase of Common Stock of the Company
prior to the Distribution Date.

                (c) In the event that the Board of Directors adopts an effective
resolution ordering the redemption of the Rights in compliance with Section
23(a), the Company may, at its option, discharge all of its obligations with
respect to the Rights by (i) issuing a press release announcing the manner of
redemption of the Rights in accordance with this Agreement and (ii) mailing
payment of the Redemption Price to the registered holders of the Rights at their
last addresses as they appear on the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent of
the Common Stock, and upon such action, all outstanding Rights and Right
Certificates shall be null and void without any further action by the Company.

<PAGE>

                Section 24. Exchange. (a) The Board of Directors of the Company
may, at its option, at any time after the Stock Acquisition Date exchange all or
part of the then-outstanding and exercisable Rights (which shall not include
Rights that have become void pursuant to the provisions of Section 7(e) hereof)
for Common Stock (or Common Stock Equivalents) at an exchange ratio of one share
of Common Stock per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (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 wholly owned Subsidiary of the Company, any employee benefit
plan or employee stock plan of the Company or any such Subsidiary, or any entity
holding Common Stock as a fiduciary for or pursuant to the terms of any such
employee benefit plan or employee stock 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 Rights pursuant to and in compliance with
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, which excludes Rights that have become
void pursuant to the provisions of Section 7(e) hereof, shall be to receive that
number of shares of Common Stock, or Common Stock Equivalents, equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly file notice of such Board action with the Rights Agent
and give public notice of any such exchange; provided, however, that the failure
to give, or any defect in, such notice shall not affect the validity of such
exchange. The Company shall promptly mail a notice of any such exchange to all
of the holders of such Rights at their last addresses as they appear upon the
registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange
of the Common 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)) held by each
holder of Rights.

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

                (d) The Company shall not be required, pursuant to this Section
24, to issue fractions of shares of Common Stock or to distribute certificates
which evidence fractional shares of Common Stock. In lieu of such fractional
shares of Common Stock, the Company shall pay to the registered holders of the
Right Certificates, with regard to which such fractional shares of Common Stock
would otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole share of Common Stock. For the

<PAGE>

purposes of this paragraph (c), 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, and the value of any Common Stock Equivalent shall be deemed to have the
same current market value as the Common Stock on such date.

                Section 25. Notice of Certain Events. (a) In case the Company
shall propose (a) to pay any dividend payable in stock of any class to the
holders of its Preferred Shares (or, after the Distribution Date, holders of the
Common Stock) or to make any other distribution described to the holders of its
Preferred Shares (or, after the Distribution Date, holders of the Common Stock),
other than a regular quarterly cash dividend at a rate not in excess of 150% of
the rate of the last quarterly cash dividend theretofore paid, or (b) to offer
to the holders of its Preferred Shares (or, after the Distribution Date, holders
of the Common Stock) rights, options or warrants to subscribe for or to purchase
any additional Preferred Shares or shares of stock of any class or any other
securities, rights or options, or (c) to effect any reclassification of its
Preferred Shares (other than a reclassification involving only the subdivision
of outstanding Preferred Shares), or (d) after the Distribution Date, to effect
any merger, consolidation or other combination into or with any Person (other
than a Subsidiary of the Company in a transaction which does not violate 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 or more
transactions, of more than 50% of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to any Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
does not violate Section 11(o) hereof), or (e) after the Distribution Date, 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 Right, in accordance with
Section 26 hereof, a notice of such proposed action to the extent feasible and
file a certificate with the Rights Agent to that effect, which shall specify the
record date for the purposes of such stock dividend, distribution of rights or
Rights, 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 Common Stock and/or Preferred Shares,
if any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (a) or (b) above at least ten (10) days prior to
the record date for determining holders of the Preferred Shares for purposes of
such action, and in the case of any such other action, at least twenty (20) days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of Common Stock and/or Preferred Shares,
whichever shall be earlier. The failure to give notice required by this Section
24 or any defect therein shall not affect the legality or validity of the action
taken by the Company or the vote upon any such action.

                (b) Upon the Stock Acquisition Date (i) the Company shall as
soon as practicable thereafter give to each holder of a Right Certificate, to
the extent feasible and in accordance with Section 26 hereof, a notice of the
occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Sections 7(e) and 11(a)
hereof and (ii) all references in Section 25(a) hereof to Preferred

<PAGE>

Shares shall be deemed thereafter to refer also to Common Stock or other
securities issuable in respect of the Rights.

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

                Capital One Financial Corporation
                2980 Fairview Park Drive
                Suite 1300
                Falls Church, VA 22042
                Attention: Corporate Secretary

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

                Mellon Bank, N.A.
                Four Station Square
                Third Floor
                Pittsburgh, PA 15219
                Attention: Mellon Securities Transfer Services

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate (or, if prior
to the Distribution Date, to the holder of any certificate for 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 Stock
Acquisition 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 certificates representing Common Stock or Rights Certificate. From and after
the earlier of the Stock Acquisition 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 Right Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein, (iii) to
shorten or lengthen any time period hereunder or (iv) to change or supplement
the provision hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Right Certificates (other than an Acquiring Person or an Affiliate or Associate
thereof); provided, however, that this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed or to modify the ability (or
inability) of the Board of Directors of the Company to redeem the Rights, in
either case at such time as

<PAGE>

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 (other than an Acquiring Person
or an Affiliate or Associate of any such Person). 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 provided that
such supplement or amendment does not adversely affect the rights or obligations
of the Rights Agent under Section 18 or Section 20 hereof. 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.

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

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

                Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement or the Rights is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of this Agreement and the Rights 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 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.

                Section 31. Determination and Actions by the Board of Directors,
etc. 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 of Directors 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, without limitation, a
determination to redeem or not to redeem the Rights pursuant to Section 23
hereof or to supplement or amend the Agreement and whether any proposed
supplement or amendment adversely affects the interests of the holders of Right
Certificates and comports with the requirements of Section 27 hereof or to find
or to announce publicly that any

<PAGE>

Person has become an Acquiring Person). For all purposes of this Agreement, any
calculation of the number of shares of Common Stock or other securities
outstanding at any particular time, including for purposes of determining the
particular percentage of such outstanding shares of Common Stock or any other
securities 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 as in effect on the date of this
Agreement. All such actions, calculations, interpretations and determinations
(including for purpose of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board of Directors of the Company in
good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Right Certificates and all other parties, and
(y) not subject the Board of Directors or any director to any liability to the
holders of the Right Certificates.

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

                Section 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.

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

                           Capital One Financial Corporation


                           By   /s/ Richard D. Fairbank
                             ---------------------------------
                            Title:  Chief Executive Officer


                           Mellon Bank, N.A.


                           By       /s/
                             ---------------------------------
                            Title: