Exhibit 4.1


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                 CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.


                                    and

                        MELLON INVESTOR SERVICES LLC

                                Rights Agent







                              Rights Agreement

                       Dated as of November 30, 2001




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<TABLE>
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                                        Table of Contents

                                                                                                 Page

<S>     <C>                                                                                        <C>
Section 1.        Certain Definitions...............................................................1
Section 2.        Appointment of Rights Agent.......................................................5
Section 3.        Issue of Rights Certificates......................................................5
Section 4.        Form of Rights Certificates.......................................................7
Section 5.        Countersignature and Registration.................................................8
Section 6.        Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated,
                  Destroyed, Lost or Stolen Rights Certificates.....................................9
Section 7.        Exercise of Rights; Purchase Price; Expiration Date of Rights....................10
Section 8.        Cancellation and Destruction of Rights Certificates..............................12
Section 9.        Reservation and Availability of Capital Stock....................................13
Section 10.       Preferred Stock Record Date......................................................14
Section 11.       Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights......15
Section 12.       Certificate of Adjusted Purchase Price or Number of Shares.......................24
Section 13.       Consolidation, Merger or Sale or Transfer of Assets or
                  Earning Power....................................................................25
Section 14.       Fractional Rights and Fractional Shares..........................................28
Section 15.       Rights of Action.................................................................29
Section 16.       Agreement of Rights Holders......................................................30
Section 17.       Rights Certificate Holder Not Deemed a Shareholder...............................31
Section 18.       Concerning the Rights Agent......................................................31
Section 19.       Merger or Consolidation or Change of Name of Rights Agent........................32
Section 20.       Duties of Rights Agent...........................................................32
Section 21.       Change of Rights Agent...........................................................35
Section 22.       Issuance of New Rights Certificates..............................................36
Section 23.       Redemption and Termination.......................................................36
Section 24.       Exchange.........................................................................37
Section 25.       Notice of Certain Events.........................................................38
Section 26.       Notices..........................................................................40
Section 27.       Supplements and Amendments.......................................................40
Section 28.       Successors.......................................................................41
Section 29.       Determinations and Actions by the Board of Directors, etc........................41
Section 30.       Benefits of this Agreement.......................................................42
Section 31.       Severability.....................................................................42
Section 32.       Governing Law....................................................................42
Section 33.       Counterparts.....................................................................42
Section 34.       Descriptive Headings.............................................................43

Exhibit A-- Certificate of Designation, Preferences and Rights
Exhibit B-- Form of Rights Certificate
Exhibit C-- Form of Summary of Rights
</TABLE>




                              RIGHTS AGREEMENT


                  RIGHTS AGREEMENT, dated as of November 30, 2001 (the
"Agreement"), between Chicago Mercantile Exchange Holdings Inc., a Delaware
corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey
limited liability company (the "Rights Agent").

                            W I T N E S S E T H

                  WHEREAS, on September 25, 2001, the Board of Directors of
the Company authorized this Agreement which provides for the issuance by
the Company of Rights, initially representing the right to purchase one
one-thousandth of a share of Series A Junior Participating Preferred Stock
(the "Preferred Stock") of the Company having the rights, powers and
preferences set forth in the form of the Certificate of Designation
attached hereto as Exhibit A, upon the terms and subject to the conditions
hereinafter set forth (the "Rights"), and has further authorized the
issuance of one Right, (as such number may hereinafter be adjusted pursuant
to the provisions of Section 11(p) hereof) for each share of Class A Common
Stock, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common
Stock and Class B-4 Common Stock (collectively, the "Common Stock"),
respectively, issued from and after the Effective Date (the "Effective
Date") of the Merger (as defined below) (including shares of Common Stock
issued pursuant to the Merger) (whether originally issued or delivered from
the Company's treasury) and the Distribution Date and in certain
circumstances provided in Section 22 hereof, after the Distribution Date;

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

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

                  (a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person, shall at
any time from and after the Effective Date be the Beneficial Owner of (A)
15% or more of the shares of Common Stock then outstanding or (B) 15% or
more of the shares of Class A Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) Chicago
Mercantile Exchange Inc. ("CME"), (iv) any employee benefit plan of the
Company or of any Subsidiary of the Company, (v) any Person or entity
organized, appointed or established by the Company for or pursuant to the
terms of any such plan, (vi) any Person who becomes the Beneficial Owner of
15% or more of the shares of either Common Stock or Class A Common Stock
then outstanding as a result of a reduction in the number of shares of
Common Stock outstanding due to the repurchase of shares of Common Stock by
the Company, unless and until such Person, after becoming aware that such
Person has become the Beneficial Owner of 15% or more of the then
outstanding shares of Common Stock or Class A Common Stock, acquires
beneficial ownership of additional shares of Common Stock representing one
percent (1%) or more of the shares of Common Stock then outstanding, or
(vii) any such Person who has reported or is required to report such
ownership (but less than 25%) on Schedule 13G under the Exchange Act (or
any comparable or successor report) or on Schedule 13D under the Exchange
Act (or any comparable or successor report) which Schedule 13D does not
state any intention to or reserve the right to control or influence the
management or policies of the Company or engage in any of the actions
specified in Item 4 of such Schedule (other than the disposition of the
Common Stock) and, within 10 Business Days of being requested by the
Company to advise it regarding the same, certifies to the Company that such
Person acquired shares of Common Stock in excess of 14.9% inadvertently or
without knowledge of the terms of the Rights and who, together with all
Affiliates and Associates, thereafter does not acquire additional shares of
Common Stock while the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding; provided, however, that if the Person
requested to so certify fails to do so within 10 Business Days, then such
Person shall become an Acquiring Person immediately after such 10 Business
Day Period.

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

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

                  (i) which such Person or any of such Person's Affiliates
         or Associates, directly or indirectly, has the right to acquire
         (whether such right is exercisable immediately or only after the
         passage of time) pursuant to any agreement, arrangement or
         understanding (whether or not in writing) or upon the exercise of
         conversion rights, exchange rights, rights, warrants or options,
         or otherwise; provided, however, that a Person shall not be deemed
         the "Beneficial Owner" of, or to "beneficially own," (A)
         securities tendered pursuant to a tender or exchange offer made by
         such Person or any of such Person's Affiliates or Associates until
         such tendered securities are accepted for purchase or exchange, or
         (B) securities issuable upon exercise of Rights at any time prior
         to the occurrence of a Triggering Event, or (C) securities
         issuable upon exercise of Rights from and after the occurrence of
         a Triggering Event which Rights were acquired by such Person or
         any of such Person's Affiliates or Associates prior to the
         Distribution Date or pursuant to Section 3(a) or Section 22 hereof
         (the "Original Rights") or pursuant to Section 11(i) hereof in
         connection with an adjustment made with respect to any Original
         Rights;

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

                  (iii) which are beneficially owned, directly or
         indirectly, by any other Person (or any Affiliate or Associate
         thereof) with which such Person (or any of such Person's
         Affiliates or Associates) has any agreement, arrangement or
         understanding (whether or not in writing), for the purpose of
         acquiring, holding, voting (except pursuant to a revocable proxy
         as described in the proviso to subparagraph (ii) of this paragraph
         (c)) or disposing of any voting securities of the Company;
         provided, however, that nothing in this paragraph (c) shall cause
         a person engaged in business as an underwriter of securities to be
         the "Beneficial Owner" of, or to "beneficially own," any
         securities acquired through such person's participation in good
         faith in a firm commitment underwriting until the expiration of
         forty days after the date of such acquisition.

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

                  (e) "Class A Common Stock" shall mean the Class A Common
Stock, par value $.01 per share, of the Company.

                  (f) "Class B Common Stock" shall mean the Class B Common
Stock, par value $.01 per share, of the Company.

                  (g) "Class B-1 Common Stock" shall mean the Class B
Common Stock designated as Class B-1.

                  (h) "Class B-2 Common Stock" shall mean the Class B
Common Stock designated as Class B-2.

                  (i) "Class B-3 Common Stock" shall mean the Class B
Common Stock designated as Class B-3.

                  (j) "Class B-4 Common Stock" shall mean the Class B
Common Stock designated as Class B-4.

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

                  (l) "Common Stock" shall mean shall mean the Class A
Common Stock and the Class B Common Stock of the Company, except that
"Common Stock" when used with reference to any Person other than the
Company shall mean the capital stock of such Person with the greatest
voting power, or the equity securities or other equity interest having
power to control or direct the management, of such Person.

                  (m) "Merger" shall mean the transactions contemplated by
the merger agreement among the Company, CME and CME Merger Subsidiary Inc.,
whereby CME Merger Subsidiary Inc. will be merged with and into CME, CME
will become a wholly owned subsidiary of the Company and the former
shareholders of CME will become the shareholders of the Company.

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

                  (o) "Preferred Stock" shall mean shares of Series A
Junior Participating Preferred Stock, par value $.01 per share, of the
Company, and, to the extent that there are not a sufficient number of
shares of Series A Junior Participating Preferred Stock authorized to
permit the full exercise of the Rights, any other series of Preferred
Stock, par value $.01 per share, of the Company designated for such purpose
containing terms substantially similar to the terms of the Series A Junior
Participating Preferred Stock.

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

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

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

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

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

                  Section 2. Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company 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. The Rights
Agent shall have no duty to supervise, and shall in no event be liable for,
the acts or omissions of any Co-Rights Agent.

                  Section 3. Issue of Rights Certificates.

                  (a) Until the earlier of (i) the Close of Business on the
tenth day after the Stock Acquisition Date (or, if the tenth day after the
Stock Acquisition Date occurs before the Effective Date, the Close of
Business on the Effective Date), or (ii) the Close of Business on the tenth
Business Day (or such later date as the Board shall determine) after the
date that a tender or exchange offer by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if
upon consummation thereof, such Person would become an Acquiring Person
(the earlier of (i) and (ii) being herein referred to as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of
paragraph (b) of this Section 3) by the certificates for the Class A Common
Stock, the Class B-1 Common Stock, the Class B-2 Common Stock, the Class
B-3 Common Stock and the Class B-4 Common Stock, registered in the names of
the holders of such class of Common Stock (which certificates for the Class
A Common Stock, the Class B-1 Common Stock, the Class B-2 Common Stock, the
Class B-3 Common Stock and the Class B-4 Common Stock, shall be deemed also
to be certificates for Rights) and not by separate certificates, and (y)
the Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the Company). As
soon as practicable after the Distribution Date the Company will promptly
notify the Rights Agent thereof, and the Rights Agent will, as soon as
practicable after it is provided with a shareholder list and all other
relevant information, send by first-class, insured, postage prepaid mail,
to each record holder of the Class A Common Stock, the Class B-1 Common
Stock, the Class B-2 Common Stock, the Class B-3 Common Stock and the Class
B-4 Common Stock, respectively, as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of
the Company, one or more Rights Certificates, in substantially the form of
Exhibit B evidencing one Right for each share of Class A Common Stock, one
Right for each share of Class B-1 Common Stock, one Right for each share of
Class B-2 Common Stock, one Right for each share of Class B-3 Common Stock,
and one Right for each share of Class B-4 Common Stock (the "Rights
Certificates"), so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of Common Stock
has been made pursuant to Section 11(p) hereof, at the time of distribution
of the Rights Certificates, the Company shall make the necessary and
appropriate rounding adjustments (in accordance with Section 14(a) hereof)
so that Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. As of and
after the Distribution Date, the Rights will be evidenced solely by such
Rights Certificates.

                  (b) With respect to certificates for the Class A Common
Stock, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common
Stock and Class B-4 Common Stock, respectively, outstanding as of the
Effective Date, until the Distribution Date, the Rights will be evidenced
by such certificates for the respective classes Common Stock and the
registered holders of the Common Stock shall also be the registered holders
of the associated Rights. Until the earlier of the Distribution Date or the
Expiration Date (as such term is defined in Section 7 hereof), the transfer
of any certificates representing shares of Common Stock in respect of which
Rights have been issued shall also constitute the transfer of the Rights
associated with such shares of Common Stock.

                  (c) Rights shall be issued in respect of all shares of
Common Stock which are issued (whether originally issued or from the
Company's treasury) on or after the Effective Date (including all shares of
Common Stock that are issued pursuant to the Merger) but prior to the
earlier of the Distribution Date or the Expiration Date or in certain
circumstances provided in Section 22 hereof, after the Distribution Date.
Certificates representing such shares of Class A Common Stock, Class B-1
Common Stock, Class B-2 Common Stock, Class B-3 Common Stock and Class B-4
Common Stock shall also be deemed to be certificates for the associated
Rights, and shall bear the following legend:

                  This certificate also evidences and entitles the holder
         hereof to certain Rights as set forth in the Rights Agreement
         between Chicago Mercantile Exchange Holdings Inc. (the "Company")
         and Mellon Investor Services LLC (the "Rights Agent") dated as of
         November 30, 2001, as amended from time to time (the "Rights
         Agreement"), the terms of which are hereby incorporated herein by
         reference and a copy of which is on file at the principal offices
         of Chicago Mercantile Exchange Holdings Inc. Under certain
         circumstances, as set forth in the Rights Agreement, such Rights
         will be evidenced by separate certificates and will no longer be
         evidenced by this certificate. Chicago Mercantile Exchange
         Holdings Inc. will mail to the holder of this certificate a copy
         of the Rights Agreement, as in effect on the date of mailing,
         without charge promptly after receipt of a written request
         therefor. Under certain circumstances set forth in the Rights
         Agreement, Rights issued to, or held by, any Person who is, was or
         becomes an Acquiring Person or any Affiliate or Associate thereof
         (as such terms are defined in the Rights Agreement), whether
         currently held by or on behalf of such Person or by any subsequent
         holder, may become null and void.

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

                  Section 4. Form of Rights Certificates.

                  (a) The Rights Certificates (and the forms of election to
purchase and of assignment to be printed on the reverse thereof) shall each
be substantially in the form set forth in Exhibit B hereto and may have
such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate (but which
do not affect the rights, duties or responsibilities of the Rights Agent)
and as are not inconsistent with the provisions of this Agreement, or as
may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Section 11 and Section 22
hereof, the Rights Certificates, whenever distributed, shall be dated as of
the Effective Date and on their face shall entitle the holders thereof to
purchase such number of one one-thousandths of a share of Preferred Stock
as shall be set forth therein at the price set forth therein (such exercise
price per one one-thousandth of a share, the "Purchase Price"), but the
amount and type of securities purchasable upon the exercise of each Right
and the Purchase Price thereof shall be subject to adjustment as provided
herein.

                  (b) Any Rights Certificate issued pursuant to Section
3(a) or Section 22 hereof that represents Rights beneficially owned by: (i)
an Acquiring Person or any Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant
to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or
to any Person with whom such Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part
of a plan, arrangement or understanding which has as a primary purpose or
effect avoidance of Section 7(e) hereof, and any Rights Certificate issued
pursuant to Section 6 or Section 11 hereof upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to in
this sentence, shall contain (to the extent feasible) the following legend:

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

                  Section 5. Countersignature and Registration.

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

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

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

                  (a) Subject to the provisions of Section 4(b), Section
7(e) and Section 14 hereof, at any time after the Close of Business on the
Distribution Date, and at or prior to the Close of Business on the
Expiration Date, any Rights Certificate or Certificates (other than Rights
Certificates representing Rights that have been exchanged pursuant to
Section 24 hereof) may be transferred, split up, combined or exchanged for
another Rights Certificate or Certificates, entitling the registered holder
to purchase a like number of one one-thousandths of a share of Preferred
Stock (or, following a Triggering Event, Common Stock, other securities,
cash or other assets, as the case may be) as the Rights Certificate or
Certificates surrendered then entitled such holder (or former holder in the
case of a transfer) to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Rights Certificate or
Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Rights Certificate or Certificates to be
transferred, split up, combined or exchanged at the principal office or
offices of the Rights Agent designated for such purpose. Neither the Rights
Agent nor the Company shall be obligated to take any action whatsoever with
respect to the transfer of any such surrendered Rights Certificate until
the registered holder shall have properly completed and signed the
certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company or the Rights Agent shall reasonably
request. Thereupon the Rights Agent shall, subject to Section 4(b), Section
7(e), Section 14 and Section 24 hereof, countersign and deliver to the
Person entitled thereto a Rights Certificate or Rights Certificates, as the
case may be, as so requested. The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Rights
Certificates. The Rights Agent shall have no duty or obligation to take any
action under any Section of this Agreement which requires the payment by a
Rights holder of applicable taxes and governmental charges unless and until
the Rights Agent is reasonably satisfied that all such taxes and/or charges
have been paid.

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

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

                  (a) Subject to Section 7(e) hereof, the registered holder
of any Rights Certificate may exercise the Rights evidenced thereby (except
as otherwise provided herein including, without limitation, the
restrictions on exercisability set forth in Section 9(c), Section
11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after
the Distribution Date upon surrender of the Rights Certificate, with the
form of election to purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the office of the Rights
Agent designated for such purpose, together with payment of the aggregate
Purchase Price with respect to the total number of one one-thousandths of a
share (or other securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercisable, at or prior to the
earlier of (i) the Close of Business on December 3, 2011 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof, or (iii) the time at which such Rights are
exchanged pursuant to Section 24 hereof (the earlier of (i), (ii) and (iii)
being herein referred to as the "Expiration Date").

                  (b) The Purchase Price for each one one-thousandth of a
share of Preferred Stock pursuant to the exercise of a Right shall
initially be $105, and shall be subject to adjustment from time to time as
provided in Sections 11 and 13(a) hereof and shall be payable in accordance
with paragraph (c) below.

                  (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the
certificate duly executed, accompanied by payment, with respect to each
Right so exercised, of the Purchase Price per one one-thousandth of a share
of Preferred Stock (or other shares, securities, cash or other assets, as
the case may be) to be purchased as set forth below and an amount equal to
any applicable tax or charge, the Rights Agent shall, subject to Section
20(k) hereof, thereupon promptly (i) (A) requisition from any transfer
agent of the shares of Preferred Stock (or make available, if the Rights
Agent is the transfer agent for such shares) certificates for the total
number of one one-thousandths of a share of Preferred Stock to be purchased
and the Company hereby irrevocably authorizes its transfer agent to comply
with all such requests, or (B) if the Company shall have elected to deposit
the total number of shares of Preferred Stock issuable upon exercise of the
Rights hereunder with a depositary agent, requisition from the depositary
agent depositary receipts representing such number of one one-thousandths
of a share of Preferred Stock as are to be purchased (in which case
certificates for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu
of fractional shares in accordance with Section 14 hereof, (iii) after
receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder, and (iv) after receipt thereof, deliver such cash, if any, to or
upon the order of the registered holder of such Rights Certificate. The
payment of the Purchase Price (as such amount may be reduced pursuant to
Section 11(a)(iii) hereof) shall be made in cash or by certified bank check
or bank draft payable to the order of the Company. In the event that the
Company is obligated to issue other securities (including Common Stock) of
the Company, pay cash and/or distribute other property pursuant to Section
11(a) hereof, the Company will make all arrangements necessary so that such
other securities, cash and/or other property are available for distribution
by the Rights Agent, if and when necessary to comply with this Agreement.
The Company reserves the right to require prior to the occurrence of a
Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock would be issued.

                  (d) In case the registered holder of any Rights
Certificate shall exercise less than all the Rights evidenced thereby, a
new Rights Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent and delivered to, or upon
the order of, the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder, subject to the
provisions of Sections 6 and 14 hereof.

                  (e) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a)(ii) Event,
any Rights beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee prior to
or concurrently with the Acquiring Person becoming such and receives such
Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person to holders of equity interests in such Acquiring
Person or to any Person with whom the Acquiring Person has any continuing
agreement, arrangement or understanding regarding the transferred Rights or
(B) a transfer which the Board of Directors of the Company has determined
is part of an agreement, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall become
null and void without any further action and no holder of such Rights shall
have any rights whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise. The Company shall notify the
Rights Agent when this Section 7(e) applies and shall use all reasonable
efforts to insure that the provisions of this Section 7(e) and Section 4(b)
hereof are complied with, but neither the Company nor the Rights Agent
shall have any liability to any holder of Rights Certificates or other
Person as a result of its failure to make any determinations with respect
to an Acquiring Person or its Affiliates, Associates or transferees
hereunder.

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

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

                  Section 9. Reservation and Availability of Capital Stock.

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

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

                  (c) The Company shall use its best efforts to (i) file,
as soon as practicable following the earliest date after the first
occurrence of a Section 11(a)(ii) Event on which the consideration to be
delivered by the Company upon exercise of the Rights has been determined in
accordance with Section 11(a)(iii) hereof, a registration statement under
the Securities Act of 1933 (the "Act"), with respect to the securities
purchasable upon exercise of the Rights on an appropriate form, (ii) cause
such registration statement to become effective as soon as practicable
after such filing, and (iii) cause such registration statement to remain
effective (with a prospectus at all times meeting the requirements of the
Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities, and (B) the Expiration Date. The Company
will also take such action as may be appropriate under, or to ensure
compliance with, the securities or "blue sky" laws of the various states in
connection with the exercisability of the Rights. The Company may
temporarily suspend, for a period of time not to exceed ninety (90) days
after the date set forth in clause (i) of the first sentence of this
Section 9(c), the exercisability of the Rights in order to prepare and file
such registration statement and permit it to become effective. Upon any
such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, as well as
a public announcement at such time as the suspension is no longer in
effect. In addition, if the Company shall determine that a registration
statement is required following the Distribution Date, the Company may
temporarily suspend the exercisability of the Rights until such time as a
registration statement has been declared effective. Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be
exercisable in any jurisdiction if the requisite qualification in such
jurisdiction shall not have been obtained, the exercise thereof shall not
be permitted under applicable law or a registration statement shall not
have been declared effective.

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

                  (e) The Company further covenants and agrees that it will
pay when due and payable any and all taxes and charges which may be payable
in respect of the issuance or delivery of the Rights Certificates and of
any certificates for a number of one one-thousandths of a share of
Preferred Stock (or Class A 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 tax or charge which may be payable in respect of any
transfer or delivery of Rights Certificates to a Person other than, or the
issuance or delivery of a number of one one-thousandths of a share of
Preferred Stock (or Class A Common Stock and/or other securities, as the
case may be) in respect of a name other than that of, the registered holder
of the Rights Certificates evidencing Rights surrendered for exercise or to
issue or deliver any certificates for a number of one one-thousandths of a
share of Preferred Stock (or Class A Common Stock and/or other securities,
as the case may be) in a name other than that of the registered holder upon
the exercise of any Rights until such tax or charge shall have been paid
(any such tax or charge being payable by the holder of such Rights
Certificate at the time of surrender) or until it has been established to
the Company's satisfaction that no such tax or charge is due.

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

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

                  (a) (i) In the event the Company shall at any time after
         the date of this Agreement (A) declare a dividend on the Preferred
         Stock payable in shares of Preferred Stock, (B) subdivide the
         outstanding Preferred Stock, (C) combine the outstanding Preferred
         Stock into a smaller number of shares, or (D) issue any shares of
         its capital stock in a reclassification of the Preferred Stock
         (including any such reclassification in connection with a
         consolidation or merger in which the Company is the continuing or
         surviving corporation), except as otherwise provided in this
         Section 11(a) and Section 7(e) hereof, the Purchase Price in
         effect at the time of the record date for such dividend or of the
         effective date of such subdivision, combination or
         reclassification, and the number and kind of shares of Preferred
         Stock or capital stock, as the case may be, issuable on such date,
         shall be proportionately adjusted so that the holder of any Right
         exercised after such time shall be entitled to receive, upon
         payment of the Purchase Price then in effect, the aggregate number
         and kind of shares of Preferred Stock or capital stock, as the
         case may be, which, if such Right had been exercised immediately
         prior to such date and at a time when the Preferred Stock transfer
         books of the Company were open, he or she would have owned upon
         such exercise and been entitled to receive by virtue of such
         dividend, subdivision, combination or reclassification. If an
         event occurs which would require an adjustment under both this
         Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment
         provided for in this Section 11(a)(i) shall be in addition to, and
         shall be made prior to, any adjustment required pursuant to
         Section 11(a)(ii) hereof.

                  (ii) In the event that any Person, at any time after the
         Effective Date, shall become an Acquiring Person, unless the event
         causing such person to become an Acquiring Person is a transaction
         set forth in Section 13(a) hereof, or is an acquisition of shares
         of Common Stock pursuant to a tender offer or an exchange offer
         for all outstanding shares of Common Stock at a price and on terms
         determined by at least a majority of the members of the Board of
         Directors who are not officers of the Company and who are not
         representatives, nominees, Affiliates or Associates of an
         Acquiring Person, after receiving advice from one or more
         investment banking firms, to be (a) at a price which is fair to
         shareholders (taking into account all factors which such members
         of the Board deem relevant including, without limitation, prices
         which could reasonably be achieved if the Company or its assets
         were sold on an orderly basis designed to realize maximum value)
         and (b) otherwise in the best interests of the Company and its
         shareholders (hereinafter, a "Qualifying Offer"), then, promptly
         following the occurrence of any such event, proper provision shall
         be made so that each holder of a Right, (except, as provided below
         and in Section 7(e) hereof) shall thereafter have the right to
         receive, upon exercise thereof at the then current Purchase Price
         in accordance with the terms of this Agreement, in lieu of a
         number of one one-thousandths of a share of Preferred Stock, such
         number of shares of Class A 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-thousandths of a
         share of Preferred Stock for which a Right was exercisable
         immediately prior to the first occurrence of a Section 11(a)(ii)
         Event, and (y) dividing that product (which, following such first
         occurrence, shall thereafter be referred to as the "Purchase
         Price" for each Right and for all purposes of this Agreement) by
         50% of the Current Market Price (determined pursuant to Section
         11(d) hereof) per share of Class A Common Stock for which a Right
         is exercisable on the date of such first occurrence (such number
         of shares, the "Adjustment Shares").

                  (iii) In the event that the number of shares of Class A
         Common Stock which are authorized by the Company's Amended and
         Restated Certificate of Incorporation but not outstanding or
         reserved for issuance for purposes other than upon exercise of the
         Rights are not sufficient to permit the exercise in full of the
         Rights in accordance with the foregoing subparagraph (ii) of this
         Section 11(a), the Company shall (A) determine the value of the
         Adjustment Shares issuable upon the exercise of a Right (the
         "Current Value"), and (B) with respect to each Right (subject to
         Section 7(e) hereof), make adequate provision to substitute for
         the Adjustment Shares, upon the exercise of a Right and payment of
         the applicable Purchase Price, (1) cash, (2) a reduction in the
         Purchase Price, (3) Class A Common Stock or other equity
         securities of the Company (including, without limitation, shares,
         or units of shares, of preferred stock, such as the Preferred
         Stock, which the Board has deemed to have essentially the same
         value or economic rights as shares of Class A Common Stock (such
         shares of preferred stock being referred to as "Common Stock
         Equivalents")), (4) debt securities of the Company, (5) other
         assets, or (6) any combination of the foregoing, having an
         aggregate value equal to the Current Value (less the amount of any
         reduction in the Purchase Price), where such aggregate value has
         been determined by the Board based upon the advice of a nationally
         recognized investment banking firm selected by the Board;
         provided, however, that if the Company shall not have made
         adequate provision to deliver value pursuant to clause (B) above
         within thirty (30) days following the later of (x) the first
         occurrence of a Section 11(a)(ii) Event and (y) the date on which
         the Company's right of redemption pursuant to Section 23(a)
         expires (the later of (x) and (y) being referred to herein as the
         "Section 11(a)(ii) Trigger Date"), then the Company shall be
         obligated to deliver, upon the surrender for exercise of a Right
         and without requiring payment of the Purchase Price, shares of
         Class A Common Stock (to the extent available) and then, if
         necessary, cash or shares, which shares (of the Class A Common
         Stock for which a right is exercisable and/or the Common Stock)
         and/or cash have an aggregate value equal to the Spread. For
         purposes of the preceding sentence, the term "Spread" shall mean
         the excess of (i) the Current Value over (ii) the Purchase Price.
         If the Board determines in good faith that it is likely that
         sufficient additional shares of Class A Common Stock could be
         authorized for issuance upon exercise in full of the Rights, the
         thirty (30) day period set forth above may be extended to the
         extent necessary, but not more than ninety (90) days after the
         Section 11(a)(ii) Trigger Date, in order that the Company may seek
         shareholder approval for the authorization of such additional
         shares (such thirty (30) day period, as it may be extended, is
         herein called the "Substitution Period"). To the extent that
         action is to be taken pursuant to the first and/or third sentences
         of this Section 11(a)(iii), the Company (1) shall provide, subject
         to Section 7(e) hereof, that such action shall apply uniformly to
         all outstanding Rights, and (2) may suspend the exercisability of
         the Rights until the expiration of the Substitution Period in
         order to seek such shareholder approval for such authorization of
         additional shares and/or to decide the appropriate form of
         distribution to be made pursuant to such first sentence and to
         determine the value thereof. In the event of any such suspension,
         the Company shall issue a public announcement stating that the
         exercisability of the Rights has been temporarily suspended, as
         well as a public announcement at such time as the suspension is no
         longer in effect (with prompt written notice of such announcements
         to the Rights Agent). For purposes of this Section 11(a)(iii), the
         value of each Adjustment Share shall be the Current Market Price
         per share of the Class A Common Stock on the Section 11(a)(ii)
         Trigger Date and the per share or per unit value of any Common
         Stock Equivalent shall be deemed to equal the Current Market Price
         per share of the Common Stock on such date.

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

                  (c) In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness, cash
(other than a regular periodic cash dividend out of the earnings or
retained earnings of the Company), assets (other than a dividend payable in
Preferred Stock, but including any dividend payable in stock other than
Preferred Stock) or subscription rights or warrants (excluding those
referred to in Section 11(b) hereof), the Purchase Price to be in effect
after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the Current Market Price (as determined
pursuant to Section 11(d) hereof) per share of Preferred Stock on such
record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent) of the portion of the cash,
assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to a share of Preferred Stock
and the denominator of which shall be such Current Market Price (as
determined pursuant to Section 11(d) hereof) per share of Preferred Stock.
Such adjustments shall be made successively whenever such a record date is
fixed, and in the event that such distribution is not so made, the Purchase
Price shall be adjusted to be the Purchase Price which would have been in
effect if such record date had not been fixed.

                  (d) (i) For the purpose of any computation hereunder,
other than computations made pursuant to Section 11(a)(iii) hereof, the
Current Market Price per share of Class A Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of such
Class A Common Stock for the thirty (30) consecutive Trading Days
immediately prior to but not including such date, and for purposes of
computations made pursuant to Section 11(a)(iii) hereof, the Current Market
Price per share of Class A Common Stock on any date shall be deemed to be
the average of the daily closing prices per share of such Class A Common
Stock for the ten (10) consecutive Trading Days immediately following but
not including such date; provided, however, that in the event that the
Current Market Price per share of the Class A Common Stock is determined
during a period following the announcement by the issuer of such Class A
Common Stock of (A) a dividend or distribution on such Class A Common Stock
payable in shares of such Class A Common Stock or securities convertible
into shares of such Class A Common Stock (other than the Rights), or (B)
any subdivision, combination or reclassification of such Class A Common
Stock, and the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification shall not
have occurred prior to the commencement of the requisite thirty (30)
Trading Day or ten (10) Trading Day period, as set forth above, then, and
in each such case, the Current Market Price shall be properly adjusted to
take into account ex-dividend trading. The closing price for each day shall
be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading
on the New York Stock Exchange or, if the shares of Class A Common Stock
are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange
on which the shares of Class A Common Stock are listed or admitted to
trading or, if the shares of Class A Common Stock are not listed or
admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or such
other system then in use, or, if on any such date the shares of Class A
Common Stock are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker
making a market in the Class A Common Stock selected by the Board. If on
any such date no market maker is making a market in the Class A Common
Stock, the fair value of such shares on such date as determined in good
faith by the Board shall be used. The term "Trading Day" shall mean a day
on which the principal national securities exchange on which the shares of
Class A Common Stock are listed or admitted to trading is open for the
transaction of business or, if the shares of Class A Common Stock are not
listed or admitted to trading on any national securities exchange, a
Business Day. If the Class A Common Stock is not publicly held or not so
listed or traded, Current Market Price per share shall mean the fair value
per share as determined in good faith by the Board, whose determination
shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes.

                  (ii) For the purpose of any computation hereunder, the
         Current Market Price per share of Preferred Stock shall be
         determined in the same manner as set forth above for the Class A
         Common Stock in clause (i) of this Section 11(d) (other than the
         last sentence thereof). If the Current Market Price per share of
         Preferred Stock cannot be determined in the manner provided above
         or if the Preferred Stock is not publicly held or listed or traded
         in a manner described in clause (i) of this Section 11(d), the
         Current Market Price per share of Preferred Stock shall be
         conclusively deemed to be an amount equal to 1,000 (as such number
         may be appropriately adjusted for such events as stock splits,
         stock dividends and recapitalizations with respect to the Class A
         Common Stock occurring after the date of this Agreement)
         multiplied by the Current Market Price per share of the Class A
         Common Stock. If neither the Class A Common Stock nor the
         Preferred Stock is publicly held or so listed or traded, Current
         Market Price per share of the Preferred Stock shall mean the fair
         value per share as determined in good faith by the Board, whose
         determination shall be described in a statement filed with the
         Rights Agent and shall be conclusive for all purposes. For all
         purposes of this Agreement, the Current Market Price of a Unit
         shall be equal to the Current Market Price of one share of
         Preferred Stock divided by 1,000.

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

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

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

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

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

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

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

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

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

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

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

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

                  Section 12. Certificate of Adjusted Purchase Price or
Number of Shares. Whenever an adjustment is made as provided in Section 11
and/or Section 13 hereof, the Company shall (a) promptly prepare a
certificate setting forth such adjustment and a brief statement of the
facts and computations accounting for such adjustment, (b) promptly file
with the Rights Agent, and with each transfer agent for the Preferred Stock
and the Common Stock, a copy of such certificate, and (c) mail a brief
summary thereof to each holder of a Rights Certificate (or, if prior to the
Distribution Date, to each holder of a certificate representing shares of
Common Stock) in accordance with Section 25 hereof. The Rights Agent shall
be fully protected in relying on any such certificate and on any adjustment
therein contained and shall have no duty with respect to and shall not be
deemed to have knowledge of 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 that, following the Stock Acquisition
Date, directly or indirectly, (x) the Company shall consolidate with, or
merge with and into, any other Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o) hereof), and the
Company shall not be the continuing or surviving corporation of such
consolidation or merger, (y) any Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o) hereof) shall
consolidate with, or merge with or into, the Company, and the Company shall
be the continuing or surviving corporation of such consolidation or merger
and, in connection with such consolidation or merger, all or part of the
outstanding shares of Class A Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or any
other property, or (z) the Company shall sell or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer), in one
transaction or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to any Person or Persons (other than
the Company or any Subsidiary of the Company in one or more transactions
each of which complies with Section 11(o) hereof), then, and in each such
case (except as may be contemplated by Section 13(d) hereof), proper
provision shall be made so that: (i) each holder of a Right, except as
provided in Section 7(e) hereof, shall thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of validly
authorized and issued, fully paid, non-assessable and freely tradeable
shares of Common Stock of the Principal Party (as such term is hereinafter
defined), not subject to any liens, encumbrances, rights of first refusal
or other adverse claims, as shall be equal to the result obtained by (1)
multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is
exercisable immediately prior to the first occurrence of a Section 13 Event
(or, if a Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of such one
one-thousandths of a share for which a Right was exercisable immediately
prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase
Price in effect immediately prior to such first occurrence), and dividing
that product (which, following the first occurrence of a Section 13 Event,
shall be referred to as the "Purchase Price" for each Right and for all
purposes of this Agreement) by (2) 50% of the current market price
(determined pursuant to Section 11(d)(i) hereof) per share of the Common
Stock of such Principal Party on the date of consummation of such Section
13 Event; (ii) such Principal Party shall thereafter be liable for, and
shall assume, by virtue of such Section 13 Event, all the obligations and
duties of the Company pursuant to this Agreement; (iii) the term "Company"
shall thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall apply
only to such Principal Party following the first occurrence of a Section 13
Event; (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction as may
be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to its shares of
Common Stock thereafter deliverable upon the exercise of the Rights; and
(v) the provisions of Section 11(a)(ii) hereof shall be of no effect
following the first occurrence of any Section 13 Event.

                  (b) "Principal Party" shall mean

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

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

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

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

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

                  (ii) take all such other action as may be necessary to
         enable the Principal Party to issue the securities purchasable
         upon exercise of the Rights, including but not limited to the
         registration or qualification of such securities under all
         requisite securities laws of the jurisdictions of the various
         states and the listing of such securities on such exchanges and
         trading markets as may be necessary or appropriate; and

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

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

                  (d) Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction described in
subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is
consummated with a Person or Persons who acquired shares of Common Stock
pursuant to a Qualifying Offer (or a wholly owned subsidiary of any such
Person or Persons), (ii) the price per share of Common Stock offered in
such transaction is not less than the price per share of Common Stock paid
to all holders of shares of Common Stock whose shares were purchased
pursuant to such tender offer or exchange offer and (iii) the form of
consideration being offered to the remaining holders of shares of Common
Stock pursuant to such transaction is the same as the form of consideration
paid pursuant to such tender offer or exchange offer. Upon consummation of
any such transaction contemplated by this Section 13(d), all Rights
hereunder shall expire.

                  Section 14. Fractional Rights and Fractional Shares.

                  (a) The Company shall not be required to issue fractions
of Rights, except prior to the Distribution Date as provided in Section
11(p) hereof, or to distribute Rights Certificates which evidence
fractional Rights. In lieu of such fractional Rights, there shall be paid
to the registered holders of the Rights Certificates, with regard to which
such fractional Rights would otherwise be issuable, an amount in cash equal
to the same fraction of the current market value of a whole Right. For
purposes of this Section 14(a), the current market value of a whole Right
shall be the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been otherwise
issuable. The closing price of the Rights for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system
with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Rights are not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Rights are listed or
admitted to trading, or if the Rights are not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in
use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Rights selected by
the Board of Directors of the Company. If on any such date no such market
maker is making a market in the Rights the fair value of the Rights on such
date as determined in good faith by the Board of Directors of the Company
shall be used.

                  (b) The Company shall not be required to issue fractions
of shares of Preferred Stock (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock) upon
exercise of the Rights or to distribute certificates which evidence
fractional shares of Preferred Stock (other than fractions which are
integral multiples of one one-thousandth of a share of Preferred Stock). In
lieu of fractional shares of Preferred Stock that are not integral
multiples of one one-thousandth of a share of Preferred Stock, the Company
may pay to the registered holders of Rights Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one one-thousandth of a share of
Preferred Stock. For purposes of this Section 14(b), the current market
value of one one-thousandth of a share of Preferred Stock shall be one
one-thousandth of the closing price of a share of Preferred Stock (as
determined pursuant to Section 11(d)(ii) hereof) for the Trading Day
immediately prior to the date of such exercise.

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

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

                  (e) Whenever a payment for fractional Rights or
fractional shares is to be made by the Rights Agent, the Corporation shall
(i) promptly prepare and deliver to the Rights Agent a certificate setting
forth in reasonable detail the facts related to such payments and the
prices and/or formulas utilized in calculating such payments, and (ii)
provide sufficient monies to the Rights Agent in the form of fully
collected funds to make such payments. The Rights Agent shall be fully
protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of any payment for
fractional Rights or fractional shares under any Section of this Agreement
relating to the payment of fractional Rights or fractional shares unless
and until the Rights Agent shall have received such a certificate and
sufficient monies.

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

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

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

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

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

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

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

                  Section 18. Concerning the Rights Agent.

                  (a) The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from
time to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and disbursements and other disbursements incurred in the
preparation, administration, delivery, execution and amendment of this
Agreement and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, damage, judgment, fine, penalty,
claim, demand, settlement, cost or expense, incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent
(each as determined by a final, non-appealable order, judgment, decree or
ruling of a court of competent jurisdiction), for any action taken,
suffered or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including, without limitation, the
costs and expenses of defending against any claim of liability in the
premises. The costs and expenses incurred in enforcing this right of
indemnification shall be paid by the Company unless it is determined by a
final, non-appealable order, judgment, decree or ruling of a court of
competent jurisdiction that the Rights Agent is not entitled to
indemnification due to gross negligence, bad faith or willful misconduct,
in which case the costs and expenses of the Company incurred in defending
this claim for indemnification shall be paid by the Rights Agent. The
provisions of this Section 18 and Section 20 below shall survive the
termination of this Agreement, the exercise or expiration of the Rights and
the resignation or removal of the Rights Agent.

                  (b) The Rights Agent shall be authorized and protected
and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its acceptance and
administration of this Agreement in reliance upon any Rights Certificate or
certificate for Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or
other paper or document believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the proper
Person or Persons, or otherwise upon the advice of counsel as set forth in
Section 20. The Rights Agent shall not be deemed to have knowledge of any
event of which it was supposed to receive notice thereof hereunder, and the
Rights Agent shall be fully protected and shall incur no liability for
failing to take any action in connection therewith unless and until it has
received such notice.

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

                  (a) Any Person into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated,
or any Person resulting from any merger or consolidation to which the
Rights Agent or any successor Rights Agent shall be a party, or any Person
succeeding to the 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, however, that such Person 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 Rights
Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of a predecessor
Rights Agent and deliver such Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this
Agreement.

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

                  Section 20. Duties of Rights Agent. The Rights Agent
undertakes only the duties and obligations expressly imposed by this
Agreement (and no implied duties and obligations) upon the following terms
and conditions, by all of which the Company and the holders of Rights
Certificates, by their acceptance thereof, shall be bound:

                  (a) The Rights Agent may consult with legal counsel (who
may be legal counsel for the Company), and the advice or opinion of such
counsel shall be full and complete authorization and protection to the
Rights Agent, and the Rights Agent shall incur no liability for, or in
respect of any action taken, suffered or omitted by it in good faith in
accordance with 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 and the determination of "Current Market Price") be proved
or established by the Company prior to taking, suffering or omitting to
take 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 President, any Managing Director, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the
Company and delivered to the Rights Agent; and such certificate shall be
full authorization and protection to the Rights Agent for any action taken,
suffered or omitted 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 gross negligence, bad faith or willful misconduct (each as
determined by a final, non-appealable order, judgment, decree or ruling of
a court of competent jurisdiction). Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage. Any
liability of the Rights Agent under this Rights Agreement will be limited
to the amount of fees paid by the Company to the Rights Agent.

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

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

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

                  (g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from the Chairman of the Board, the President, any Managing Director, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant
Treasurer of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and such instructions shall be
full authorization and protection to the Rights Agent, and the Rights Agent
shall not be liable for any action taken, suffered or omitted to be taken
by it in accordance with instructions of any such officer.

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

                  (i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent shall
not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct (each as determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction) in the selection and continued employment thereof.

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

                  (k) If, with respect to any 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
clause 1 and/or 2 thereof, the Rights Agent shall not take any further
action with respect to such requested exercise of 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 and Preferred
Stock, by registered or certified mail, and to the holders of the Rights
Certificates by first-class mail. The Company may remove the Rights Agent
or any successor Rights Agent upon thirty (30) days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be,
and to each transfer agent of the Common Stock and Preferred Stock, by
registered or certified mail, and to the holders of the Rights Certificates
by first-class mail. If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder
of a Rights Certificate (who shall, with such notice, submit his Rights
Certificate for inspection by the Company), then any registered holder of
any Rights Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a Person authorized
to conduct business under the laws of the United States or any state of the
United States, in good standing, having a principal office in any state of
the United States, which is authorized under such laws to exercise
corporate trust, fiduciary or shareholder services powers and is subject to
supervision or examination by federal or state authority. After
appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment, the Company shall
file notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Stock and the Preferred Stock, and mail a
notice thereof in writing to the registered holders of the Rights
Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

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

                  Section 23. Redemption and Termination.

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

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

                  Section 24. Exchange.

                  (a) The Board of Directors of the Company may, at its
option, at any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which shall not
include Rights that have become null and void pursuant to the provisions of
Section 7(e) hereof) for shares of Class A Common Stock at an exchange
ratio of one share of Class A 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"); provided, however, that no such
exchange of the Rights may be authorized by the Board of Directors at any
time after any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any such Subsidiary,
or any entity holding Class A Common Stock for or pursuant to the terms of
any such plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common Stock then
outstanding.

                  (b) Immediately upon the action of the Board of Directors
of the Company ordering the exchange of any Rights pursuant to subsection
(a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only
right thereafter of a holder of such Rights shall be to receive that number
of shares of Class A Common Stock equal to the number of such Rights held
by such holder multiplied by the Exchange Ratio. The Company shall promptly
give public notice of any such exchange (with prompt notice thereof to the
Rights Agent); provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. The Company
promptly shall mail a notice of any such exchange to all of the holders of
such Rights at their last addresses as they appear upon the registry books
of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the
exchange of the Class A Common Stock for Rights will be effected and, in
the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights which have become void pursuant to the
provisions of Section 7(e) hereof) held by each holder of Rights.

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

                  (d) In the event that there shall not be sufficient
shares of Class A 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 shares of Class A Common Stock for
issuance upon exchange of the Rights.

                  (e) The Company shall not be required to issue fractions
of shares of Class A Common Stock or to distribute certificates which
evidence fractional shares of Class A Common Stock. In lieu of such
fractional shares of Class A Common Stock, there shall be paid to the
registered holders of the Right Certificates with regard to which such
fractional share of Class A 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 Class A Common Stock. For the purposes of this subsection
(e), the "Current Market Value" of a whole share of Class A Common Stock
shall be the closing price of a share of Class A Common Stock (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for
the Trading Day immediately prior to but not including the date of exchange
pursuant to this Section 24.

                  Section 25. Notice of Certain Events.

                  (a) In case the Company shall propose, at any time after
the Distribution Date, (i) to pay any dividend payable in stock of any
class to the holders of Preferred Stock or to make any other distribution
to the holders of Preferred Stock (other than a regular periodic cash
dividend out of earnings or retained earnings of the Company), or (ii) to
offer to the holders of Preferred Stock rights or warrants to subscribe for
or to purchase any additional shares of Preferred Stock or shares of stock
of any class or any other securities, rights or options, or (iii) to effect
any reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred Stock),
or (iv) to effect any consolidation or merger into or with any other Person
(other than a Subsidiary of the Company in a transaction which complies
with Section 11(o) hereof), or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or other
transfer), in one transaction or a series of related transactions, of more
than 50% of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person or Persons (other than the Company
and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the
Company shall give to the Rights Agent and to each holder of a Rights
Certificate, to the extent feasible and in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, distribution of rights or
warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take
place and the date of participation therein by the holders of the shares of
Preferred Stock, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (i) or (ii) above at
least twenty (20) days prior to the record date for determining holders of
the shares of Preferred Stock for purposes of such action, and in the case
of any such other action, at least twenty (20) days prior to the date of
the taking of such proposed action or the date of participation therein by
the holders of the shares of Preferred Stock whichever shall be the
earlier.

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

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

                           Chicago Mercantile Exchange Holdings Inc.
                           30 South Wacker Drive
                           Chicago, Illinois  60606
                           Attention:  General Counsel
                           Facsimile No.: (312) 930-3323

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

                           Mellon Investor Services LLC
                           150 North Wacker Drive, Suite 2120
                           Chicago, IL 60606
                           Attention: Relationship Manager
                           Facsimile No.: (312) 704-7111

                  with a copy to:

                           Mellon Investor Services LLC
                           85 Challenger Road
                           Ridgefield Park, NJ 07660
                           Attention: General Counsel
                           Facsimile No.: (201) 296-4004

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

                  Section 27. Supplements and Amendments. Prior to the
Distribution Date, the Company and the Rights Agent shall, if the Company
so directs but subject to the other provisions of this Section, supplement
or amend any provision of this Agreement without the approval of any
holders of certificates representing shares of Common Stock. From and after
the Distribution Date, the Company and the Rights Agent shall, if the
Company so directs but subject to the other provisions of this Section,
supplement or amend this Agreement without the approval of any holders of
Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen
any time period hereunder, or (iv) to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable
and which shall not adversely affect the interests of the holders of Rights
Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person); provided, this Agreement may not be supplemented
or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a
time period relating to when the Rights may be redeemed at such time as the
Rights are not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights. Upon the delivery
of a certificate from an appropriate officer of the Company which states
that the proposed supplement or amendment is in compliance with the terms
of this Section 27, and provided, such supplement or amendment does not
change or increase the Right Agent's rights, duties, liabilities or
obligations, the Rights Agent shall execute such supplement or amendment.
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. Determinations and Actions by the Board of
Directors, etc. For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time,
including for purposes of determining the particular percentage of such
outstanding shares of Common Stock of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act.
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of
this Agreement, and (ii) make all determinations deemed necessary or
advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend the
Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions
with respect to the foregoing) which are done or made by the Board in good
faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not
subject the Board to any liability to the holders of the Rights. The Rights
Agent shall always be entitled to assume that the Company's Board of
Directors acted in good faith and shall be fully protected and incur no
liability in reliance thereon.

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

                  Section 31. Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated; provided, however, that notwithstanding
anything in this Agreement to the contrary, if any such term, provision,
covenant or restriction is held by such court or authority to be invalid,
void or unenforceable and the Board of Directors of the Company determines
in its good faith judgment that severing the invalid language from this
Agreement would adversely affect the purpose or effect of this Agreement,
the right of redemption set forth in Section 23 hereof shall be reinstated
(with prompt notice to the Rights Agent) and shall not expire until the
Close of Business on the tenth day following the date of such determination
by the Board of Directors.

                  Section 32. Governing Law. This Agreement, each Right and
each Rights Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State; provided, however, that all provisions regarding the rights, duties
and obligations of the Rights Agent shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts
made and to be performed entirely within such State.

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

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


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

Attest:                                    CHICAGO MERCANTILE EXCHANGE
                                           HOLDINGS INC.


By /s/ Ann M. Cresce                       By /s/ C.S. Donohue
   -----------------------------              -----------------------
   Name:  Ann M. Cresce                       Name:  Craig S. Donohue
   Title: Corporate Secretary and             Title: Managing Director
          Director                                   and Chief
                                                     Administrative Officer


Attest:                                    MELLON INVESTOR SERVICES LLC


By /s/ Susan R. Hogan                      By /s/ Patricia J. Trevino
   ---------------------------                -----------------------
   Name:  Susan R. Hogan                      Name:  Patricia J. Trevino
   Title: Vice President                      Title: Vice President




                                                                  Exhibit A



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

                                     of

                        CHICAGO MERCANTILE EXCHANGE
                               HOLDINGS INC.


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


                  The undersigned officers of Chicago Mercantile Exchange
Holdings Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions
of Section 103 thereof, DO HEREBY CERTIFY:

                  That pursuant to the authority conferred upon the Board
of Directors by the Amended and Restated Certificate of Incorporation of
the said Corporation, the said Board of Directors on September 25, 2001
adopted the following resolution creating a series of 140,000 shares of
Preferred Stock designated as Series A Junior Participating Preferred
Stock:

                  RESOLVED, that pursuant to the authority vested in the
Board of Directors of this Corporation in accordance with the provisions of
its Amended and Restated Certificate of Incorporation, a series of
Preferred Stock of the Corporation be and it hereby is created, and that
the designation and amount thereof and the voting powers, preferences and
relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof
are as follows:

                  SECTION 1. Designation and Amount.

                  The shares of such series shall be designated as "Series
A Junior Participating Preferred Stock" and the number of shares
constituting such series shall be 140,000.

                  SECTION 2. Dividends and Distributions.

                  (a) The holders of shares of Series A Junior
Participating Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the last day of March,
June, September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$.01 or (b) subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Class A Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Class A Common
Stock, par value $.01 per share, of the Corporation (the "Class A Common
Stock") since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event the Corporation shall at any
time after the date of consummation of the merger of CME Merger Subsidiary
Inc. with and into Chicago Mercantile Exchange Inc. (the "Rights
Declaration Date") (i) declare any dividend on Class A Common Stock payable
in shares of Class A Common Stock, (ii) subdivide the outstanding Class A
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Class A Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class A Common Stock that were outstanding immediately prior to
such event.

                  (b) The Corporation shall declare a dividend or
distribution on the Series A Junior Participating Preferred Stock as
provided in Paragraph (a) above immediately after it declares a dividend or
distribution on the Class A Common Stock (other than a dividend payable in
shares of Class A Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $.01 per share on the Series
A Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

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

                  SECTION 3. Voting Rights.

                  The holders of shares of Series A Junior Participating
Preferred Stock shall have the following voting rights:

                  (a) Subject to the provision for adjustment hereinafter
set forth, each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to 1,000 votes on all matters submitted to
a vote of the shareholders of the Corporation. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any
dividend on Class A Common Stock payable in shares of Class A Common Stock,
(ii) subdivide the outstanding Class A Common Stock, or (iii) combine the
outstanding Class A Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a
fraction the numerator of which is the number of shares of Class A Common
Stock outstanding immediately after such event and the denominator of which
is the number of shares of Class A Common Stock that were outstanding
immediately prior to such event.

                  (b) Except as otherwise provided herein or by law, the
holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Class A Common Stock and Class B Common Stock, par
value $.01 per share (the "Class B Common Stock," and, together with the
Class A Common Stock, the "Common Stock") shall vote together as one class
on all matters submitted to a vote of shareholders of the Corporation.

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

                           (ii) During any default period, such voting
         right of the holders of Series A Junior Participating Preferred
         Stock may be exercised initially at a special meeting called
         pursuant to subparagraph (iii) of this Section 3(c) or at any
         annual meeting of shareholders, and thereafter at annual meetings
         of shareholders, provided that such voting right shall not be
         exercised unless the holders of ten percent (10%) in number of
         shares of Preferred Stock outstanding shall be present in person
         or by proxy. The absence of a quorum of the holders of Common
         Stock shall not affect the exercise by the holders of Preferred
         Stock of such voting right. At any meeting at which the holders of
         Preferred Stock shall exercise such voting right initially during
         an existing default period, they shall have the right, voting as a
         class, to elect Directors to fill such vacancies, if any, in the
         Board of Directors as may then exist up to two (2) Directors or,
         if such right is exercised at an annual meeting, to elect two (2)
         Directors. If the number which may be so elected at any special
         meeting does not amount to the required number, the holders of the
         Preferred Stock shall have the right to make such increase in the
         number of Directors as shall be necessary to permit the election
         by them of the required number. After the holders of the Preferred
         Stock shall have exercised their right to elect Directors in any
         default period and during the continuance of such period, the
         number of Directors shall not be increased or decreased except by
         vote of the holders of Preferred Stock as herein provided or
         pursuant to the rights of any equity securities ranking senior to
         or pari passu with the Series A Junior Participating Preferred
         Stock.

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

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

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

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

                  SECTION 4. Certain Restrictions.

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

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

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

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

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

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

                  SECTION 5. Reacquired Shares.

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

                  SECTION 6. Liquidation, Dissolution or Winding Up.

                  (a) Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution shall be made
to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares
of Series A Junior Participating Preferred Stock shall have received an
amount equal to 1,000 times the Exercise Price, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the
holders of shares of Series A Junior Participating Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the quotient obtained
by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as
appropriately adjusted as set forth in subparagraph (c) below to reflect
such events as stock splits, stock dividends and recapitalizations with
respect to the Common Stock) (such number in clause (ii), the "Adjustment
Number"). Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of both classes of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively.

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

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

                  SECTION 7. Consolidation, Merger, etc.

                  In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares
of Class A Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the
shares of Series A Junior Participating Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 1,000 times
the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Class A Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare
any dividend on Class A Common Stock payable in shares of Class A Common
Stock, (ii) subdivide the outstanding Class A Common Stock, or (iii)
combine the outstanding Class A Common Stock into a smaller number of
shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A
Junior Participating Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of
Class A Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Class A Common Stock that
were outstanding immediately prior to such event.

                  SECTION 8. No Redemption.

                  The shares of Series A Junior Participating Preferred
Stock shall not be redeemable.

                  SECTION 9. Amendment.

                  The Amended and Restated Certificate of Incorporation of
the Corporation shall not be further amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority or more
of the outstanding shares of Series A Junior Participating Preferred Stock,
voting separately as a class.

                  SECTION 10. Fractional Shares.

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


                 IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of
perjury this __ day of ____________, 2001.


                                                     CHICAGO MERCANTILE
                                                     EXCHANGE HOLDINGS INC.


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


Attest:


-------------------------
Secretary



                                                                  Exhibit B


                        [Form of Rights Certificate]


Certificate No. R-                                            ________ Rights



NOT EXERCISABLE AFTER DECEMBER 3, 2011 OR EARLIER IF REDEEMED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS
OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY,
THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL
AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.](1)

------------
     1   The portion of the legend in brackets shall be inserted only if
         applicable and shall replace the preceding sentence.



                             Rights Certificate


                 CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.


                  This certifies that _______________, or registered
assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions
and conditions of the Rights Agreement, dated as of November 30, 2001 (the
"Rights Agreement"), between Chicago Mercantile Exchange Holdings Inc., a
Delaware corporation (the "Company"), and Mellon Investor Services LLC, a
New Jersey limited liability company (the "Rights Agent"), to purchase from
the Company at any time prior to 5:00 P.M. Chicago, Illinois time on
December 3, 2011 at the office or offices of the Rights Agent designated
for such purpose, or its successors as Rights Agent, one one-thousandth of
a fully paid, non-assessable share of Series A Junior Participating
Preferred Stock (the "Preferred Stock") of the Company, at a purchase price
of $105 per one one-thousandth of a share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the Form of
Election to Purchase and related Certificate duly executed. The number of
Rights evidenced by this Rights Certificate (and the number of shares which
may be purchased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number and Purchase Price as of
___________, 2001 based on the Preferred Stock as constituted at such date.
The Company reserves the right to require prior to the occurrence of a
Triggering Event (as such term is defined in the Rights Agreement) that a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.

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

                  As provided in the Rights Agreement, the Purchase Price
and the number and kind of shares of Preferred Stock or other securities,
which may be purchased upon the exercise of the Rights evidenced by this
Rights Certificate are subject to modification and adjustment upon the
happening of certain events, including Triggering Events.

                  This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of
the Rights Certificates, which limitations of rights include the temporary
suspension of the exercisability of such Rights under the specific
circumstances set forth in the Rights Agreement. Copies of the Rights
Agreement are on file at the office of the Company and are also available
upon written request to the Company.

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

                  Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Rights Certificate may be redeemed by the Company
at its option at a redemption price of $.01 per Right at any time prior to
the earlier of the Close of Business on (i) the tenth day following the
Stock Acquisition Date (as such time period may be extended pursuant to the
Rights Agreement), and (ii) the Final Expiration Date. In addition, the
Rights may be exchanged, in whole or in part, for shares of the Class A
Common Stock, or shares of preferred stock of the Company having
essentially the same value or economic rights as such shares. Immediately
upon the action of the Board of Directors of the Company authorizing any
such exchange, and without any further action or any notice, the Rights
(other than Rights which are not subject to such exchange) will terminate
and the Rights will only enable holders to receive the shares issuable upon
such exchange.

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

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

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

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


Dated as of ________, ____


ATTEST:                                     CHICAGO MERCANTILE
                                            EXCHANGE HOLDINGS INC.


____________________                        By_______________________
    Secretary                                        Title:

Countersigned:


MELLON INVESTOR SERVICES LLC


By______________________
   Authorized Signature



                [Form of Reverse Side of Rights Certificate]

                             FORM OF ASSIGNMENT

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


FOR VALUE RECEIVED _________________________________________________________
hereby sells, assigns and transfer unto ____________________________________
____________________________________________________________________________
(Please print name and address of transferee)

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


Dated: ___________________, 20__


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

Signature Guaranteed:

                                Certificate

                  The undersigned hereby certifies by checking the
appropriate boxes that:

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

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

Dated: __________________, 20__                      ________________________
                                                              Signature


Signature Guaranteed:


                                   NOTICE

                  The signature to the foregoing Assignment and Certificate
must correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any
change whatsoever.



                        FORM OF ELECTION TO PURCHASE

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

To: CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.:

                  The undersigned hereby irrevocably elects to exercise
__________ Rights represented by this Rights Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of the Rights (or such
other securities of the Company or of any other person which may be
issuable upon the exercise of the Rights) and requests that certificates
for such shares be issued in the name of and delivered to:

Please insert social security
or other identifying number:
                             ----------------------------------------------

_______________________________________________________________________________
                      (Please print name and address)
_______________________________________________________________________________


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

Please insert social security
or other identifying number:
                              ---------------------------------------------

_______________________________________________________________________________
                      (Please print name and address)

_______________________________________________________________________________



Dated:  _______________, 20__                        __________________________
                                                              Signature

Signature Guaranteed:


                                Certificate

                  The undersigned hereby certifies by checking the
appropriate boxes that:

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

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

Dated: ___________, 20__                          ___________________________
                                                          Signature


Signature Guaranteed:


                                   NOTICE

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



                                                                  Exhibit C

                       SUMMARY OF RIGHTS TO PURCHASE
               SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                  On September 25, 2001, the Board of Directors of Chicago
Mercantile Exchange Holdings Inc. (the "Company") adopted a Shareholder
Rights Plan, providing that effective from and after the effective date
(the "Effective Date") of the Merger of CME Merger Subsidiary Inc. with and
into Chicago Mercantile Exchange Inc. ("CME"), whereby CME will become a
wholly owned subsidiary of the Company and the former shareholders of CME
will become the shareholders of the Company (the "Merger"), one Right shall
be attached to each share of Common Stock of the Company. Each Right
entitles the registered holder to purchase from the Company a unit (a
"Unit") consisting of one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Stock"), at a Purchase Price of $105 per Unit (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set
forth in the Rights Agreement (the "Rights Agreement"), dated as of
November 30, 2001, between the Company and Mellon Investor Services LLC, a
New Jersey limited liability company, as Rights Agent (the "Rights Agent").

                  Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no separate
Rights Certificates will be distributed. The Rights will separate from the
Common Stock and a Distribution Date will occur upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
shares of either (a) Common Stock or (b) Class A Common Stock, other than
as a result of repurchases of stock by the Company or certain inadvertent
actions by institutional or certain other shareholders (the "Stock
Acquisition Date") or (ii) 10 Business Days following the commencement of a
tender offer or exchange offer that would result in a person or group
becoming an Acquiring Person. Until the Distribution Date, (i) the Rights
will be evidenced by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Effective Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.

                  The Rights are not exercisable until the Distribution
Date and will expire at the Close of Business on December 3, 2011, unless
earlier redeemed or exchanged by the Company as described below.

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

                  In the event that a Person becomes an Acquiring Person
(unless such acquisition is made pursuant to a tender or exchange offer for
all outstanding shares of the Company, at a price determined by a majority
of the independent directors of the Company who are not representatives,
nominees, Affiliates or Associates of an Acquiring Person to be fair and
otherwise in the best interest of the Company and its shareholders after
receiving advice from one or more investment banking firms (a "Qualifying
Offer")), each holder of a Right will thereafter have the right to receive,
upon exercise, Class A Common Stock (or, in certain circumstances, cash,
property or other securities of the Company), having a value equal to two
times the Exercise Price of the Right. The Exercise Price is the Purchase
Price times the number of shares of Class A Common Stock associated with
each Right (initially, one). Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph
(the "Flip-In Events"), all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of any of the Flip-In Events set forth
above until such time as the Rights are no longer redeemable by the Company
as set forth below.

                  In the event that following the Stock Acquisition Date,
(i) the Company engages in a merger or business combination transaction in
which the Company is not the surviving corporation (other than a
transaction consummated pursuant to a Qualifying Offer); (ii) the Company
engages in a merger or business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged (other than a transaction consummated pursuant to a
Qualifying Offer); or (iii) 50% or more of the Company's assets or earning
power is sold or transferred, the Rights will "flip-over" and each holder
of a Right (except Rights which have previously been voided as set forth
above) shall thereafter have the right to receive, upon exercise of the
Right, Common Stock of the acquiring company having a value equal to two
times the Exercise Price of the Right.

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

                  With certain exceptions, no adjustments in the Purchase
Price will be required until cumulative adjustments amount to at least 1%
of the Purchase Price. No fractional Units will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of exercise.

                  At any time until 10 days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01
redemption price.

                  Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the issuance
of the Rights attached to the Common Stock certificates pursuant to the
Shareholder Rights Plan will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock of the Company (or other consideration) as set forth above.

                  Any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement
may be amended by the Board of Directors in order to cure any ambiguity, to
correct or supplement any defective or inconsistent provision, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interest of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however, among other
things, that no amendment to adjust the time period governing redemption
shall be made at such time as the Rights are not redeemable.

                  A copy of the Rights Agreement is being filed with the
Securities and Exchange Commission as an Exhibit to the Company's
Registration Statement on Form 8-A. A copy of the Rights Agreement is
available free of charge from the Company. This Summary Description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by
reference.