Exhibit 4.1
                                                                    -----------



                          UNION ACCEPTANCE CORPORATION


                                       and


                      COMPUTERSHARE INVESTOR SERVICES, LLC


                                  Rights Agent



                                RIGHTS AGREEMENT


                          Dated as of November 13, 2001








<PAGE>


                                TABLE OF CONTENTS


                                                                            Page


Section 1.        Certain definitions                                     -1-

Section 2.        Appointment of Rights Agent                             -8-

Section 3.  Issue of Right Certificates                                   -8-

Section 4.  Form of Right Certificates                                    -11-

Section 5.  Countersignature and Registration                             -11-

Section 6.  Transfer, Split Up, Combination and Exchange of Right
        Certificates; Mutilated, Destroyed, Lost or Stolen Right
        Certificates                                                      -12-

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights -14-

Section 8.  Cancellation and Destruction of Right Certificates            -16-

Section 9.  Availability of Common Shares                                 -16-

Section 10.  Common Shares Record Date                                    -18-

Section 11.  Adjustment of Purchase Price, Number of Shares or Number
        of Rights                                                         -19-

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares   -34-

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
        Earning Power                                                     -34-

Section 14.  Fractional Rights and Fractional Shares                      -39-

Section 15.  Rights of Action                                             -40-

Section 16.  Agreement of Right Holders                                   -41-

Section 17.  Right Certificate Holder Not Deemed a Shareholder            -42-

Section 18.  Concerning the Rights Agent                                  -42-

Section 19.  Merger or Consolidation or Change of Name of Rights Agent    -43-

Section 20.  Duties of Rights Agent                                       -44-

Section 21.  Change of Rights Agent                                       -48-

Section 22.  Issuance of New Right Certificates                           -49-

Section 23.  Redemption                                                   -50-

Section 24.  Exchange                                                     -52-

Section 25.  Notice of Certain Events                                     -54-

Section 26.  Notices                                                      -55-

Section 27.  Supplements and Amendments                                   -57-

Section 28.  Successors                                                   -58-

Section 29.  Benefits of this Agreement                                   -58-

Section 30.  Severability                                                 -58-

Section 31.  Governing Law                                                -59-

Section 32.  Counterparts                                                 -59-

Section 33.  Descriptive Headings                                         -59-
<PAGE>


                                RIGHTS AGREEMENT

     This  AGREEMENT,  dated as of November 13, 2001,  between Union  Acceptance
Corporation,  an Indiana  corporation  (the  "Corporation"),  and  Computershare
Investor  Services,  LLC, a Delaware  limited  liability  company,  (the "Rights
Agent").

     WHEREAS,  the Board of  Directors of the  Corporation  has  authorized  and
declared a dividend distribution of one Common Share Purchase Right (hereinafter
referred to as a "Right") for each Common Share (as hereinafter  defined) of the
Corporation  outstanding  and held of  record as of the  Close of  Business  (as
hereinafter  defined)  on  December  1, 2001 (the  "Record  Date"),  each  Right
representing  the right to purchase one share of Common Stock of the Corporation
upon the terms and subject to the conditions  herein set forth,  and has further
authorized  and directed the issuance of one Right with respect to each share of
Common  Stock that shall  become  outstanding  between  the Record  Date and the
earliest of the Distribution  Date, the Redemption Date and the Final Expiration
Date (as such terms are hereinafter defined).

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

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

     (a)  "Acquiring   Person"  shall  mean  (i)  any  Person  (other  than  the
Corporation or any Related Person),  who or which,  together with all Affiliates
and Associates (as such terms are hereinafter  defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 20% or more of the
Common Shares then  outstanding or 20% or more of the voting power of the Common
Shares then outstanding,  or (ii) any Adverse Person; provided,  however, that a
Person shall not be deemed to have become an Acquiring Person solely as a result
of a reduction in the number of Common Shares outstanding,  unless subsequent to
such  reduction  such Person or any  Affiliate or Associate of such Person shall
become the  Beneficial  Owner of any  additional  Common Shares (other than as a
result of a stock dividend,  stock split or similar transaction  effected by the
Corporation in which all shareholders are treated equally);  provided,  further,
that a Person shall not be deemed to be an Acquiring  Person solely by virtue of
being  Beneficial  Owner of 20% or more of the Common Shares  outstanding on the
Record  Date or 20% or more of the  combined  voting  power in the  election  of
directors of the Common Shares  outstanding on the Record Date unless subsequent
to the Record Date such Person shall become the  Beneficial  Owner of additional
Common Shares representing at least 1% of the Common Shares outstanding or 1% of
the combined  voting  power in the  election of  directors of the Common  Shares
outstanding (other than as a result of a stock dividend,  stock split or similar
transaction  affected by the Corporation in which all  shareholders  are treated
equally).

     (b) "Adverse Person" shall mean any Person declared to be an Adverse Person
by the Board of Directors upon (i) a determination by the Board of Directors, at
any time after the date of this Agreement,  that such Person,  alone or together
with its Affiliates and Associates, has become, or has announced an intention to
become, in one or more transactions,  the Beneficial Owner of a number of Common
Shares which the Board of Directors  determines to be substantial  (which amount
shall in no event be less  than the  lesser  of 10% of the  Common  Shares  then
outstanding or 10% of the combined  voting power in the election of directors of
the Common  Shares  then  outstanding)  and (ii) a  determination  by at least a
majority of the Board of  Directors  who are not  officers  of the  Corporation,
after reasonable  inquiry and  investigation,  including  consultation with such
persons as such  directors  shall  deem  appropriate,  that (A) such  Beneficial
Ownership by such Person (1) is intended to cause the  Corporation to repurchase
the Common  Shares  beneficially  owned by such  Person,  (2) is intended or may
reasonably be anticipated to cause pressure on the Corporation to take action or
enter into a transaction or series of  transactions  to provide such Person with
short-term  financial gain under  circumstances  in which the Board of Directors
determines  that  the  best  long-term  interests  of the  Corporation  and  its
shareholders  would not be served by taking such  action or  entering  into such
transactions  or series of  transactions at that time, or (3) is intended or may
reasonably  be  anticipated  to permit  such  Person to acquire  control of or a
controlling  influence  over the  Corporation,  as a result  of such  Beneficial
Ownership  or one or more  subsequent  actions or  transactions,  in a manner or
pursuant to one or more actions or transactions  that the Board determines to be
unfair or coercive to shareholders,  or (B) such Beneficial Ownership is causing
or may  reasonably  be  anticipated  to cause a material  adverse  impact on the
business,  financial  condition  or  prospects  of the  Corporation  (including,
without  limitation,  the  Corporation's  ability to  maintain  its  competitive
position).

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

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

          (i) which such Person or any of such person's Affiliates or Associates
     beneficially owns, directly or indirectly,

          (ii)  which  such  person  or  any  of  such  person's  Affiliates  or
     Associates has (A) the right to acquire  (whether such right is exercisable
     immediately  or only after the passage of time)  pursuant to any agreement,
     arrangement  or  understanding  (other than customary  agreements  with and
     between  underwriters and selling group members with respect to a bona fide
     public offering of securities),  or upon the exercise of conversion rights,
     exchange rights, rights (other than these Rights),  warrants or options, or
     otherwise;  provided,  however,  that a  person  shall  not be  deemed  the
     Beneficial Owner of, or to beneficially own,  securities  tendered pursuant
     to a tender or exchange offer made by or on behalf of such Person or any of
     such Person's  Affiliates or Associates until such tendered  securities are
     accepted for  purchase or exchange;  or (B) the right to vote or dispose of
     pursuant to any agreement, arrangement or understanding; provided, however,
     that  a  Person  shall  not  be  deemed  the  Beneficial  Owner  of,  or to
     beneficially   own,  any  security  if  the   agreement,   arrangement   or
     understanding  to vote such  security  (1) arises  solely  from a revocable
     proxy or consent  given to such  Person in  response  to a public  proxy or
     consent  solicitation  made  pursuant  to,  and  in  accordance  with,  the
     applicable rules and regulations promulgated under the Exchange Act and (2)
     is not also then  reportable on Schedule 13D under the Exchange Act (or any
     comparable  or successor  report)  regardless  whether the person were then
     required to file such schedule; or

          (iii) which are  beneficially  owned,  directly or indirectly,  by any
     other Person with which such Person or any of such  Person's  Affiliates or
     Associates has any  agreement,  arrangement  or  understanding  (other than
     customary  agreements  with and  between  underwriters  and  selling  group
     members with respect to a bona fide public  offering of securities) for the
     purpose of acquiring, holding, voting (except to the extent contemplated by
     the proviso to Section  1(d)(ii)(B))  hereof or disposing of any securities
     of the Corporation;  provided,  however,  that a Person shall not be deemed
     the  Beneficial  Owner of, or to  beneficially  own,  any  security if such
     beneficial ownership arises solely as a result of such Person's status as a
     "clearing agency," as defined in Section 3(a)(23) of the Exchange Act.

          Notwithstanding anything in this definition of Beneficial Ownership to
     the contrary,  the phrase "then outstanding," when used with reference to a
     Person's Beneficial Ownership of securities of the Corporation,  shall mean
     the number of such securities then issued and outstanding together with the
     number of such securities not then actually  issued and  outstanding  which
     such Person would be deemed to own beneficially hereunder.

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

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

     (g) "Common Shares" when used with reference to the Corporation  shall mean
the shares of Common  Stock,  without  par value,  of the  Corporation.  "Common
Shares"  when used with  reference  to any  Person  other  than the  Corporation
(including  an Issuer as defined in  Section 13 hereof)  shall mean the  capital
stock or equity  security  with the greatest  voting power of such other Person.
"Common  Shares" when used with  reference to Common  Shares  issuable  upon the
exercise of Rights or issuable  in  exchange  for Rights  pursuant to Section 24
hereof  shall  mean the  shares of  Common  Stock,  without  par  value,  of the
Corporation.

     (h) "Distribution Date" shall mean the earlier of (i) the Close of Business
on the tenth calendar day after the Share  Acquisition Date or (ii) the Close of
Business on the tenth  business day (or such later date as may be  determined by
action of the Board of  Directors  prior to such time as any  person  becomes an
Acquiring  Person) after the date of the  commencement by any Person (other than
the Corporation or any Related Person),  or of the first public  announcement of
the intention of any Person (other than the Corporation or any Related  Person),
to commence a tender or exchange offer,  the  consummation of which would result
in any Person becoming the Beneficial Owner of Common Shares  aggregating 30% or
more of the then outstanding Common Shares or 30% or more of the combined voting
power in the  election  of  directors  of the  then  outstanding  Common  Shares
(including  any such date which is after the date of this Agreement and prior to
the issuance of the Rights).

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

     (j) "Person" shall mean any individual,  firm, corporation or other entity,
and shall include any successor (by merger or otherwise) of such entity.

     (k) "Purchase Price" shall have the meaning set forth in Section 7 hereof.

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

     (m) "Related Person" shall mean (i) any Subsidiary of the Corporation, (ii)
any employee  benefit or stock  ownership plan of the  Corporation or any entity
holding  Common  Shares for or  pursuant  to the terms of any such  plan,  (iii)
Richard D.  Waterfield,  his  Affiliates and  Associates,  (iv) the voting trust
holding  Corporation  Common Shares created under agreement dated as of June 10,
1994, as amended or (v) any Person who acquired or acquires Beneficial Ownership
of Common Shares  representing at least 20% of the Common Shares  outstanding or
at least 20% of the  combined  voting  power in the election of directors of the
Common Shares  outstanding  directly from the  Corporation  or any other Related
Person in one or a series of related transactions,  each of which is approved by
the Board of  Directors;  provided,  however,  that if any Person who  becomes a
Related  Person  solely by virtue of subsection  (v) above,  or any Affiliate or
Associate  of such  Person,  subsequently  becomes the  Beneficial  Owner of any
additional  Common Shares in a transaction or  transactions  not approved by the
Board of  Directors,  such Person  shall no longer be deemed a "Related  Person"
with  respect  to all  Common  Shares of which it, or any of its  Affiliates  or
Associates, is the Beneficial Owner."

     (n)  "Share   Acquisition  Date"  shall  mean  the  first  date  of  public
announcement by the Corporation or an Acquiring  Person that an Acquiring Person
has become such.

     (o)  "Subsidiary"  of any Person shall mean any corporation or other entity
of which a majority  of the  voting  power of the voting  equity  securities  or
equity interest is owned, directly or indirectly, by such Person.

     Section 2. Appointment of Rights Agent. The Corporation hereby appoints the
Rights Agent to act as agent for the  Corporation  and the holders of the Rights
(who, in accordance with Section 3 hereof,  shall prior to the Distribution Date
also be the  holders of the  Common  Shares)  in  accordance  with the terms and
conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
Corporation  may from time to time appoint such co-Rights  Agents as it may deem
necessary or desirable.

     Section 3. Issue of Right Certificates.

     (a) Until the Distribution  Date, (i) the Rights will be evidenced (subject
to the provisions of Section 3(b) hereof) by the  certificates for Common Shares
registered in the names of the holders thereof (which certificates shall also be
deemed to be Right  Certificates)  and not by separate Right  Certificates,  and
(ii) the  right to  receive  Right  Certificates  will be  transferable  only in
connection with the transfer of Common Shares.  As soon as practicable after the
Distribution  Date, the Corporation  will prepare and execute,  the Rights Agent
will  countersign,  and the  Corporation  will send or cause to be sent (and the
Rights Agent will, if requested, send) by first-class,  postage-prepaid mail, to
each  record  holder  of  Common  Shares  as of the  close  of  business  on the
Distribution  Date,  at the address of such  holder  shown on the records of the
Corporation, a Right Certificate,  in substantially the form of Exhibit A hereto
(a "Right Certificate"),  evidencing one Right for each Common Share so held. As
of the  Distribution  Date,  the Rights will be  evidenced  solely by such Right
Certificates or brokers' due bills.

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

     (c)  Certificates  for Common Shares which become  outstanding  (including,
without limitation, reacquired Common Shares referred to in the last sentence of
this  paragraph  (c)) after the  Record  Date but prior to the  earliest  of the
Distribution  Date, the Redemption Date or the Final  Expiration Date shall have
impressed on, printed on, written on or otherwise  affixed to them the following
legend:

          This  certificate  also  evidences  and entitles the holder  hereof to
          certain  rights  as set  forth in a  Rights  Agreement  between  Union
          Acceptance  Corporation and Computershare  Investor Services,  LLC, as
          Rights Agent, dated as of November 13, 2001 (the "Rights  Agreement"),
          the terms of which are hereby  incorporated  herein by reference and a
          copy of which is on file at the principal  executive  offices of Union
          Acceptance Corporation.  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.
          Union  Acceptance   Corporation  will  mail  to  the  holder  of  this
          certificate  a copy  of the  Rights  Agreement  without  charge  after
          receipt of a written  request  therefor.  As  described  in the Rights
          Agreement, Rights issued to any Person who becomes an Acquiring Person
          (as defined in the Rights Agreement) shall become null and void.


With respect to such  certificates  containing the foregoing  legend,  until the
Distribution  Date, the Rights associated with the Common Shares  represented by
such  certificates  shall  be  evidenced  by such  certificates  alone,  and the
surrender  for  transfer  of any such  certificate  shall  also  constitute  the
transfer of the Rights associated with the Common Shares represented thereby. In
the event that the Corporation purchases or acquires any Common Shares after the
Record Date but prior to the Distribution  Date, any Rights associated with such
Common  Shares  shall be deemed  cancelled  and retired so that the  Corporation
shall not be entitled to exercise any Rights  associated  with the Common Shares
which are no longer outstanding.

     Section  4. Form of Right  Certificates.  The Right  Certificates  (and the
forms of election to purchase  Common  Shares and of assignment to be printed on
the reverse thereof) shall be substantially the same as Exhibit A hereto and may
have such marks of identification or designation and such legends,  summaries or
endorsements  printed thereon as the Corporation may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any  applicable  law or with any rule or  regulation  made  pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may  from  time to time be  listed,  or to  conform  to  usage.  Subject  to the
provisions  of Section 22  hereof,  the Right  Certificates  shall  entitle  the
holders  thereof to purchase  such number of Common Shares as shall be set forth
therein at the price per Common Share set forth therein (the "Purchase  Price"),
but the number of such Common Shares and the Purchase  Price shall be subject to
adjustment as provided herein.

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

     Following the Distribution  Date, the Rights Agent will keep or cause to be
kept, at its principal office,  books for registration and transfer of the Right
Certificates issued hereunder.  Such books shall show the names and addresses of
the respective holders of the Right Certificates, the number of Rights evidenced
on its face by each of the Right  Certificates and the date of each of the Right
Certificates.

     Section  6.  Transfer,   Split  Up,   Combination  and  Exchange  of  Right
Certificates;  Mutilated, Destroyed, Lost or Stolen Right Certificates.  Subject
to the provisions of 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
earlier  of the  Redemption  Date  or  the  Final  Expiration  Date,  any  Right
Certificate or Right Certificates  (other than Right  Certificates  representing
Rights that have become void pursuant to Section  11(a)(ii)  hereof or that have
been  exchanged  pursuant  to Section 24 hereof) may be  transferred,  split up,
combined or  exchanged  for another  Right  Certificate  or Right  Certificates,
entitling  the  registered  holder to purchase a like number of Common Shares as
the Right  Certificate  or Right  Certificates  surrendered  then  entitled each
holder to  purchase.  Any  registered  holder  desiring to  transfer,  split up,
combine or exchange any Right Certificate or Right  Certificates shall make such
request in writing  delivered to the Rights Agent, and shall surrender the Right
Certificate  or Right  Certificates  to be  transferred,  split up,  combined or
exchanged  at the  office  of the  Rights  Agent  designated  for such  purpose.
Thereupon, the Rights Agent shall countersign and deliver to the person entitled
thereto a Right  Certificate  or Right  Certificates,  as the case may be, as so
requested.  The Corporation may require payment of a sum sufficient to cover any
tax or governmental  charge that may be imposed in connection with any transfer,
split up, combination or exchange of Right Certificates.

     Upon receipt by the Corporation and the Rights Agent of evidence reasonably
satisfactory  to them of the loss,  theft,  destruction or mutilation of a Right
Certificate,  and,  in case of  loss,  theft or  destruction,  of  indemnity  or
security  reasonably  satisfactory to them, and, at the  Corporation's  request,
reimbursement to the Corporation and the Rights Agent of all reasonable expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated,  the Corporation will make and deliver a new
Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

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

     (a) The registered  holder of any Right Certificate may exercise the Rights
evidenced  thereby (except as otherwise  provided herein) in whole or in part at
any time after the  Distribution  Date upon surrender of the Right  Certificate,
with the form of election to purchase 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 Purchase Price for each Common Share as to
which the Rights are exercised,  at or prior to the earliest of (i) the close of
business on November 12, 2011 (the "Final  Expiration  Date"),  (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the  "Redemption
Date"),  or (iii) the time at which such  Rights are  exchanged  as  provided in
Section 24 hereof.

     (b) The "Purchase  Price" for each Common Share pursuant to the exercise of
a Right shall  initially be $30.00,  shall be subject to adjustment from time to
time as  provided  in  Sections  11 and 13 hereof and shall be payable in lawful
money of the United States of America in accordance with paragraph (c) below.

     (c) Upon receipt of a Right Certificate  representing  exercisable  Rights,
with the form of election to purchase duly  executed,  accompanied by payment of
the  Purchase  Price for the shares to be  purchased  and an amount equal to any
applicable  transfer  tax  required  to be paid  by the  holder  of  such  Right
Certificate in accordance  with Section 9 hereof by certified  check,  cashier's
check or money order payable to the order of the  Corporation,  the Rights Agent
shall  thereupon  promptly (i) (A)  requisition  from any transfer  agent of the
Common Shares  certificates  for the number of Common Shares to be purchased and
the Corporation hereby irrevocably  authorizes its transfer agent to comply with
all such  requests,  or (B)  requisition  from the depositary  agent  depositary
receipts  representing  such number of Common  Shares as are to be purchased (in
which case certificates for the Common Shares represented by such receipts shall
be  deposited  by  the  transfer  agent  with  the  depositary  agent)  and  the
Corporation  hereby  directs the  depositary  agent to comply with such request,
(ii) when appropriate, requisition from the Corporation the amount of cash to be
paid in lieu of issuance of  fractional  shares in  accordance  with  Section 14
hereof, (iii) after receipt of such certificates or depositary  receipts,  cause
the same to be delivered to or, upon the order of the registered  holder of such
Right Certificate, registered in such name or names as may be designated by such
holder and (iv) when  appropriate,  after receipt,  deliver such cash to or upon
the order of the registered holder of such Right Certificate.

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

     (e) The Corporation  covenants and agrees that it will cause to be reserved
and kept available out of its  authorized and unissued  Common Shares the number
of Common  Shares that will be  sufficient to permit the exercise in full of all
outstanding Rights in accordance with this Section 7.

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

     Section 9. Availability of Common Shares.

     (a) If the Common  Shares  issuable  and  deliverable  upon the exercise of
Rights are or become listed on any national securities exchange, the Corporation
shall use its reasonable best efforts to cause,  from and after such time as the
Rights become exercisable,  all Common Shares reserved for issuance to be listed
on such exchange upon official notice of issuance upon such exercise.

     (b) The  Corporation  shall use its reasonable best efforts to (i) file, as
soon as  practicable  following  the  later to occur  of an event  described  in
Section 11(a)(ii) or Section 13 hereof or the Distribution  Date, a registration
statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the  securities  purchasable  upon  exercise of the Rights on an  appropriate
form,  (ii) cause such  registration  statement  to become  effective as soon as
practicable  after such filing and (iii) cause such  registration  statement  to
remain effective (with a prospectus at all times meeting the requirements of the
Act)  until the  earlier  of (A) the date as of which the  Rights  are no longer
exercisable  for such  securities,  and (B) the earlier of the Final  Expiration
Date or the Redemption  Date. The Corporation  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;
provided,   however,   that  the  Corporation   may   temporarily   suspend  the
exercisability of the Rights to prepare and file such registration statement and
permit it to become  effective  and upon any such  suspension,  the  Corporation
shall issue a public announcement  stating that the exercisability of the Rights
has been temporarily suspended, as well as a public announcement at such time as
the  suspension is no longer in effect.  Notwithstanding  any such  provision of
this  Agreement  to the  contrary,  the Rights shall not be  exercisable  in any
jurisdiction  unless  the  requisite  qualification  or  other  registration  or
compliance requirements in such jurisdiction shall have been obtained.

     (c) The Corporation  covenants and agrees that it will take all such action
as may be necessary to ensure that all Common Shares  delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such Common Shares
(subject to payment of the Purchase Price),  be duly and validly  authorized and
issued and fully paid and nonassessable shares.

     (d) The Corporation  further covenants and agrees that it will pay when due
and payable any and all federal and state  transfer  taxes and charges which may
be payable in respect of the issuance or delivery of the Right  Certificates  or
of any Common  Shares upon the exercise of Rights.  The  Corporation  shall not,
however,  be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right  Certificates  to a person other than,  or the
issuance or delivery  of  certificates  or  depositary  receipts  for the Common
Shares  in a name  other  than  that of,  the  registered  holder  of the  Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any  certificates or depositary  receipts for Common Shares upon the exercise of
any Rights  until any such tax shall have been paid (any such tax being  payable
by the holder of such Right  Certificate  at the time of  surrender) or until it
has been established to the Corporation's  reasonable  satisfaction that no such
tax is due.

     Section  10.  Common  Shares  Record  Date.  Each  person in whose name any
certificate  for Common  Shares is issued upon the  exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Common  Shares
represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of
the  Purchase  Price (and any  applicable  transfer  taxes) was made;  provided,
however, that if the date of such surrender and payment is a date upon which the
Common Shares transfer books of the Corporation are closed, such person shall be
deemed to have become the record holder on such succeeding Business Day on which
the Common  Shares  transfer  books of the  Corporation  are open.  Prior to the
exercise  of the Rights  evidenced  thereby,  the holder of a Right  Certificate
shall not be entitled  to any rights of a holder of Common  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 Corporation, except as provided herein.

     Section 11.  Adjustment  of Purchase  Price,  Number of Shares or Number of
Rights.  The Purchase  Price,  the number of Common 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 Corporation  shall at any time after the date
     of this  Agreement (A) declare a dividend on the Common  Shares  payable in
     Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the
     outstanding  Common  Shares into a smaller  number of Common  Shares or (D)
     issue any shares of its capital stock in a  reclassification  of the Common
     Shares   (including  any  such   reclassification   in  connection  with  a
     consolidation  or merger  in which the  Corporation  is the  continuing  or
     surviving corporation), except as otherwise provided in this Section 11(a),
     the  Purchase  Price  in  effect  at the time of the  record  date for such
     dividend  or of the  effective  date of such  subdivision,  combination  or
     reclassification,  and the  number  and kind of  shares  of  capital  stock
     issuable  on  such  date,  shall  be   proportionately   adjusted  (without
     duplicating  the effect of  Section  11(n)) so that the holder of any Right
     exercised after such time shall be entitled to receive the aggregate number
     and kind of shares of capital stock which, if such Right had been exercised
     immediately  prior  to such  date  and at a time  when  the  Common  Shares
     transfer books of the Corporation  were open, he would have owned upon such
     exercise  and  been  entitled  to  receive  by  virtue  of  such  dividend,
     subdivision, combination or reclassification; provided, however, that in no
     event shall the  consideration to be paid upon the exercise of one Right be
     less than the aggregate  par value,  if any, of the shares of capital stock
     of the Corporation issuable upon exercise of one Right.

          (ii)  Subject to Section 24 of this  Agreement,  in the event that
               (A) any  Acquiring  Person or any  Associate  or Affiliate of any
          Acquiring  Person,  at any  time  after  the  date of this  Agreement,
          directly  or  indirectly,  shall (1)  merge  into the  Corporation  or
          otherwise  combine with the Corporation  and the Corporation  shall be
          the continuing or surviving  corporation of such merger or combination
          (other than in a transaction subject to Section 13 hereof),  (2) merge
          or otherwise  combine with any Subsidiary of the  Corporation,  (3) in
          one or more  transactions  (other than in connection with the exercise
          of Rights or the exercise or conversion of securities  exercisable  or
          convertible  into  capital  stock  of  the  Corporation  or any of its
          Subsidiaries)  transfer  any assets to the  Corporation  or any of its
          Subsidiaries in exchange (in whole or in part) for shares of any class
          of capital stock of the Corporation or any of its  Subsidiaries or for
          securities  exercisable for or convertible into shares of any class of
          capital stock of the  Corporation  or of any of its  Subsidiaries,  or
          otherwise obtain from the Corporation or any of its Subsidiaries, with
          or  without  consideration,  any  additional  shares  of any  class of
          capital  stock  of the  Corporation  or any  of  its  Subsidiaries  or
          securities  exercisable for or convertible into shares of any class of
          capital stock of the  Corporation  or any of its  Subsidiaries  (other
          than as part of a pro rata  distribution to all holders of such shares
          of any  class  of  capital  stock  of the  Corporation,  or any of its
          Subsidiaries),  (4) sell, purchase, lease, exchange, mortgage, pledge,
          transfer or  otherwise  dispose (in one or more  transactions)  of any
          assets  (including  securities)  to, from, with or of, as the case may
          be,  the  Corporation  or any of its  Subsidiaries  (other  than  in a
          transaction   subject  to  Section  13   hereof),   (5)   receive  any
          compensation  from the  Corporation or any of its  Subsidiaries  other
          than  compensation  as a director  or for  full-time  employment  as a
          regular  employee,  in either case,  at rates in  accordance  with the
          Corporation's (or its  Subsidiaries')  past practices,  or (6) receive
          the  benefit,  directly or  indirectly  (except  proportionately  as a
          shareholder),  of any loans,  advances,  guarantees,  pledges or other
          financial  assistance  or any  tax  credits  or  other  tax  advantage
          provided by the Corporation or any of its Subsidiaries, or

               (B) during such time as there is an Acquiring Person, there shall
          be any  reclassification  of securities  (including  any reverse stock
          split), or recapitalization  or reorganization of the Corporation,  or
          any  merger  or  consolidation  of  the  Corporation  with  any of its
          Subsidiaries  or any  other  transaction  or  series  of  transactions
          involving the Corporation or any of its  Subsidiaries  (whether or not
          with or into or otherwise involving an Acquiring Person), other than a
          transaction  subject  to  Section  13  hereof,  which has the  effect,
          directly  or   indirectly,   of   increasing   by  more  than  1%  the
          proportionate  share of the outstanding  shares of any class of equity
          securities of the Corporation or any of its Subsidiaries  beneficially
          owned by any Acquiring  Person or any Affiliate or Associate  thereof,
          or

               (C) any Person (other than the Corporation or any Related Person)
          who or which,  together  with all  Affiliates  and  Associates of such
          Person, shall at any time after the date of this Agreement, become the
          Beneficial  Owner of 20% or more of the Common Shares then outstanding
          or 20% or  more  of the  combined  voting  power  in the  election  of
          directors of the Common Shares then  outstanding  (other than pursuant
          to any transaction set forth in Section 13 hereof); provided, however,
          that a Person shall not be deemed to have become the Beneficial  Owner
          of 20% or more of the Common Shares then outstanding or 20% or more of
          the  combined  voting power in the election of directors of the Common
          Shares then outstanding for the purposes of this Section  11(a)(ii)(C)
          solely  as a result of a  reduction  in the  number  of Common  Shares
          outstanding,  unless  subsequent to such  reduction such Person or any
          Affiliate or  Associate  of such Person  shall  become the  Beneficial
          Owner of any additional Common Shares, or

               (D) any Person is declared  to be an Adverse  Person by the Board
          of Directors,

     then each holder of a Right shall thereafter have a right to receive,  upon
     exercise thereof in accordance with the terms of this Agreement and in lieu
     of the  number of Common  Shares  for which the Right is then  exercisable,
     such number of Common Shares of the  Corporation  as shall equal the result
     obtained by (x) multiplying  the then current  Purchase Price by the number
     of Common  Shares for which a Right is then  exercisable  and dividing that
     product  by (y) 50% of the  then  current  market  price  per  share of the
     Corporation's Common Shares (determined pursuant to Section 11(d) hereof on
     the date such Person  became an  Acquiring  Person).  In the event that any
     Person  shall  become an  Acquiring  Person  and the  Rights  shall then be
     outstanding,  the  Corporation  shall  not  take  any  action  which  would
     eliminate or diminish the benefits intended to be afforded by the Rights.

          From and after the  occurrence of the earlier of the events  described
     in  clauses  (A),  (B),  (C) and (D)  above,  any  Rights  that are or were
     acquired or beneficially  owned by such Acquiring  Person (or any Associate
     or Affiliate of such Acquiring  Person but including,  without  limitation,
     the Person  referred to in clause (C)) and any such Adverse Person shall be
     void  and any  holder  of such  Rights  shall  thereafter  have no right to
     exercise  such  Rights  under any  provision  of this  Agreement.  No Right
     Certificate  shall be issued pursuant to Section 3 that  represents  Rights
     beneficially  owned by an Acquiring  Person or Adverse  Person whose Rights
     would be void  pursuant  to the  preceding  sentence  or any  Associate  or
     Affiliate  thereof;  no Right  Certificate shall be issued at any time upon
     the transfer of any Rights to an Acquiring  Person or Adverse  Person whose
     Rights would be void pursuant to the preceding sentence or any Associate or
     Affiliate  thereof or to any  nominee  of such  Acquiring  Person,  Adverse
     Person,  Associate or Affiliate; and any Right Certificate delivered to the
     Rights Agent for transfer to an  Acquiring  Person or Adverse  Person whose
     Rights would be void pursuant to the preceding sentence or any Associate or
     Affiliate thereof shall be cancelled.

          (iii) In the event that there shall not be  sufficient  Common  Shares
     authorized  and  unissued  to permit the  exercise in full of the Rights in
     accordance with the foregoing subparagraph (ii), the Corporation shall take
     all such action as may be necessary to authorize  additional  Common Shares
     for issuance upon exercise of the Rights.  However,  if the  Corporation is
     unable to cause the  authorization  of  additional  Common Shares within 90
     calendar days after the occurrence of an event in Section 11(a)(ii),  then,
     notwithstanding anything in this Agreement to the contrary, the Corporation
     shall  determine the excess of the value of the Common Shares issuable upon
     the  exercise  of a Right  over  the  Purchase  Price  (such  excess  being
     hereinafter referred to as the "Spread") and shall be obligated to deliver,
     upon the  surrender  of such  Right and  without  requiring  payment of the
     Purchase  Price,  Common Shares (to the extent  available) and cash (to the
     extent  permitted by applicable  law and any  agreements or  instruments to
     which the Corporation is a party in effect  immediately  prior to the first
     occurrence  of an event in  Section  11(a)(ii))  in an amount  equal to the
     Spread.  To the extent that any legal or contractual  restrictions  prevent
     the  Corporation  from paying the full amount of cash payable in accordance
     with the foregoing  sentence,  the Corporation  shall pay to holders of the
     Rights as to which such payments are payable all amounts which are not then
     restricted on a pro rata basis and shall continue to make payments on a pro
     rata basis as funds become available until the full amount due to each such
     Right holder has been paid.

     (b) In case the  Corporation  shall fix a record  date for the  issuance of
rights,  options or warrants to all holders of Common Shares entitling them (for
a period  expiring  within 45 calendar days after such record date) to subscribe
for or purchase Common Shares (or shares having the same rights,  privileges and
preferences  as the Common Shares  ("equivalent  common  shares")) or securities
convertible into Common Shares or equivalent common shares at a price per Common
Share or equivalent  common share (or having a conversion  price per share, if a
security  convertible into Common Shares or equivalent  common shares) less than
the then  current  per share  market  price of the Common  Shares (as defined in
Section  11(d)) 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 Common  Shares  outstanding  on such record date plus the
number of Common Shares which the aggregate  offering  price of the total number
of Common Shares and/or  equivalent  common shares so to be offered  (and/or the
aggregate  initial  conversion  price  of the  convertible  securities  so to be
offered)  would  purchase at such current  market price and the  denominator  of
which shall be the number of Common Shares  outstanding on such record date plus
the number of additional  Common Shares  and/or  equivalent  common shares to be
offered for  subscription or purchase (or into which the convertible  securities
so to be offered are initially convertible); provided, however, that in no event
shall the  consideration  to be paid upon the exercise of one Right be less than
the  aggregate  par  value,  if any,  of the  shares  of  capital  stock  of the
Corporation issuable upon exercise of one Right. In case such subscription price
may be paid in a  consideration  part or all of which  shall be in a form  other
than cash, the value of such consideration  shall be as determined in good faith
by the Board of  Directors  of the  Corporation,  whose  determination  shall be
described in a statement filed with the Rights Agent.  Common Shares owned by or
held for the account of the Corporation shall not be deemed  outstanding for the
purpose of any such  computation.  Such  adjustment  shall be made  successively
whenever such a record date is fixed; and in the event that such rights, options
or warrants are not so issued,  the  Purchase  Price shall be adjusted to be the
Purchase  Price  which  would then be in effect if such record date had not been
fixed.

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

     (d) (i) For the purpose of any  computation  hereunder,  the  "current  per
     share market price" of any security (a  "Security"  for the purpose of this
     Section  11(d)(i))  on any date  shall be deemed to be the  average  of the
     daily  closing  prices per share of such  Security  for the 30  consecutive
     Trading Days (as such term is  hereinafter  defined)  immediately  prior to
     such date; provided,  however, that in the event that the current per share
     market price of the Security is  determined  during a period  following the
     announcement  by  the  issuer  of  such  Security  of  (A)  a  dividend  or
     distribution  on such  Security  payable  in  shares  of such  Security  or
     securities   convertible   into  such  shares,   or  (B)  any  subdivision,
     combination  or   reclassification  of  such  Security  and  prior  to  the
     expiration of 30 Trading Days after the ex-dividend  date for such dividend
     or distribution,  or the record date for such  subdivision,  combination of
     reclassification, then, and in each such case, the current per share market
     price shall be  appropriately  adjusted to reflect the current market price
     per share equivalent of such Security. The closing price for each day shall
     be the last sale price,  regular  way, or, in case no such sale takes place
     on such day, the average of the closing bid and asked prices,  regular way,
     in  either  case as  reported  in the  principal  consolidated  transaction
     reporting  system with respect to securities  listed or admitted to trading
     on the New York  Stock  Exchange  or,  if the  Security  is not  listed  or
     admitted  to trading on the New York Stock  Exchange,  as  reported  in the
     principal  consolidated   transaction  reporting  system  with  respect  to
     securities listed on the principal  national  securities  exchange on which
     the  Security is listed or  admitted to trading or, if the  Security is not
     listed or admitted to trading on any national securities exchange, the last
     quoted  price or, if not so  quoted,  the  average  of the high bid and low
     asked  prices in the  over-the-counter  market,  as  reported by the Nasdaq
     Stock Market  ("NASDAQ"),  the OTC Bulletin Board or such other system then
     in use,  or, if on any such  date the  Security  is not  quoted by any such
     organization,  the average of the closing bid and asked prices as furnished
     by a professional  market maker making a market in the Security selected by
     the Board of Directors of the  Corporation.  The term  "Trading  Day" shall
     mean a day on which the principal national securities exchange on which the
     Security is listed or admitted  to trading is open for the  transaction  of
     business  or, if the  Security  is not listed or admitted to trading on any
     national securities exchange, a Business Day.

          (ii) For the purpose of any  computation  hereunder,  the "current per
     share market  price" of the Common Shares shall be determined in accordance
     with the method set forth in Section 11(d)(i). If the Common Shares are not
     publicly  held or so listed or traded,  "current  per share  market  price"
     shall  mean the fair  value per share as  determined  in good  faith by the
     Board  of  Directors  of the  Corporation,  whose  determination  shall  be
     described in a statement filed with the Rights Agent.

     (e) No  adjustment  in the  Purchase  Price shall be  required  unless such
adjustment  would require an increase or decrease of at least 1% in the Purchase
Price;  provided,  however, that any adjustments which by reason of this Section
11(e) are not  required  to be made  shall be  carried  forward  and taken  into
account in any subsequent  adjustment.  All  calculations  under this Section 11
shall be made to the  nearest  cent or to the nearest  one  ten-thousandth  of a
Common  Share or one  ten-thousandth  of any other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the  transaction  which requires such  adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

     (f) If as a result of an adjustment  made pursuant to Section 11(a) hereof,
the holder of any Right  thereafter  exercised  shall become entitled to receive
any  shares of  capital  stock of the  Corporation  other  than  Common  Shares,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right shall be subject to adjustment  from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Common
Shares contained in Section 11(a) through (c), inclusive,  and the provisions of
Sections 7, 9, 10 and 13 with  respect to the Common  Shares shall apply on like
terms to any such other shares.

     (g) All  Rights  originally  issued by the  Corporation  subsequent  to any
adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
purchase,   at  the  adjusted  Purchase  Price,  the  number  of  Common  Shares
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.

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

     (j)  Irrespective  of any adjustment or change in the Purchase Price or the
number of Common  Shares  issuable  upon the  exercise of the Rights,  the Right
Certificates  theretofore  and  thereafter  issued may  continue  to express the
Purchase  Price and the  number of Common  Shares  which were  expressed  in the
initial Right Certificates issued hereunder.

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

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

     (m)  Anything  in this  Section  11 to the  contrary  notwithstanding,  the
Corporation  shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments  expressly  required by this Section 11, as and to
the extent that it in its sole  discretion  shall  determine  to be advisable in
order that any (i)  consolidation  or  subdivision  of the Common  Shares,  (ii)
issuance  wholly for cash of any Common  Shares at less than the current  market
price,  (iii) issuance  wholly for cash of Common Shares or securities  which by
their  terms are  convertible  into or  exchangeable  for  Common  Shares,  (iv)
dividends on Common Shares payable in Common Shares,  or (v) issuance of rights,
options or warrants referred to hereinabove in Section 11(b),  hereafter made by
the  Corporation  to holders of its Common  Shares  shall not be taxable to such
shareholders.

     (n) In the  event  that at any time  after the date of this  Agreement  and
prior to the  Distribution  Date, the  Corporation  shall (i) declare or pay any
dividend  on the  Common  Shares  payable  in  Common  Shares  or (ii)  effect a
subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
reclassification  or otherwise  than by payment of  dividends in Common  Shares)
into a greater or lesser number of Common Shares,  then in any such case (y) the
number of Common  Shares  purchasable  after such event upon proper  exercise of
each Right shall be  determined  by  multiplying  the number of Common Shares so
purchasable  immediately  prior to such event by a fraction,  the  numerator  of
which is the number of Common Shares  outstanding  immediately before such event
and the  denominator  of  which  is the  number  of  Common  Shares  outstanding
immediately after such event, and (z) each Common Share outstanding  immediately
after such event  shall have  issued  with  respect to it that  number of Rights
which each Common Share  outstanding  immediately prior to such event had issued
with respect to it. The adjustments  provided for in this Section 11(n) shall be
made  successively  whenever  such a  dividend  is  declared  or  paid or such a
subdivision, combination or consolidation is effected.

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

     Section 13. Consolidation,  Merger or Sale or Transfer of Assets or Earning
Power.  In  the  event,  directly  or  indirectly,  (a)  the  Corporation  shall
consolidate with, or merge with and into, any other Person, (b) any Person shall
consolidate with the Corporation, or merge with and into the Corporation and the
Corporation  shall be the continuing or surviving  corporation of such merger or
consolidation and, in connection with such merger or consolidation,  all or part
of the Common  Shares  shall be  changed  into or  exchanged  for stock or other
securities  of any  other  Person  (or the  Corporation)  or  cash or any  other
property,  or (c) the  Corporation  shall sell or otherwise  transfer (or one or
more of its  Subsidiaries  shall  sell or  otherwise  transfer),  in one or more
transactions,  assets or earning power (including without limitation  securities
creating  any  obligation  on the  part  of the  Corporation  and/or  any of its
Subsidiaries)  aggregating  50% or more of the  assets or  earning  power of the
Corporation and its Subsidiaries  (taken as a whole) outside the ordinary course
of business to any other Person other than the Corporation or one or more of its
wholly-owned  Subsidiaries,  then, and in each such case, proper provision shall
be made so that (i) each holder of a Right (except as otherwise provided herein)
shall  thereafter  have the  right to  receive,  upon the  exercise  thereof  in
accordance  with the terms of this Agreement and in lieu of Common Shares of the
Corporation,   such  number  of  validly  authorized  and  issued,  fully  paid,
nonassessable and freely tradeable Common Shares of such other Person (including
the Corporation as successor thereto or as the surviving corporation),  free and
clear of any liens, encumbrances and other adverse claims and not subject to any
rights of call or first refusal, as shall be equal to the result obtained by (A)
multiplying  the then current  Purchase Price by the number of Common Shares for
which a Right is then  exercisable  (without  taking into account any adjustment
previously made pursuant to Section  11(a)(ii) hereof) and dividing that product
by (B) 50% of the then current per share  market  price of the Common  Shares of
such other Person  (determined  pursuant to Section 11(d) hereof) on the date of
consummation of such consolidation, merger, sale or transfer; (ii) the Issuer of
such Common Shares shall  thereafter be liable for, and shall assume,  by virtue
of such consolidation,  merger, sale or transfer, all the obligations and duties
of the  Corporation  pursuant to this  Agreement;  (iii) the term  "Corporation"
shall  thereafter be deemed to refer to such Issuer;  and (iv) such Issuer shall
take such steps (including,  but not limited to, the reservation of a sufficient
number of its Common  Shares) in  connection  with such  consummation  as may be
necessary to assure that the provisions  hereof shall  thereafter be applicable,
as nearly as  reasonably  may be, in  relation to the Common  Shares  thereafter
deliverable  upon the  exercise of the Rights.  For purposes of this Section 13,
"Issuer" shall mean (x) in the case of any event  described in Sections 13(a) or
(b) above, the Person that is the continuing,  surviving, resulting or acquiring
Person (including the Corporation as the continuing or surviving  corporation of
a  transaction  described in Section  13(b)  above),  and (y) in the case of any
event  described in Section 13(c) above,  the Person that is the party receiving
the  greatest  portion  of  the  assets  or  earning  power  (including  without
limitation  securities  creating any  obligation on the part of the  Corporation
and/or any of its  Subsidiaries)  transferred  pursuant to such  transaction  or
transactions;  provided, however, that, in any such case, (A) if (1) no class of
equity security of such Person is, at the time of such merger,  consolidation or
transaction  and has been  continuously  over  the  preceding  12-month  period,
registered  pursuant to Section 12 of the  Securities  Exchange Act of 1934,  as
amended, and (2) such Person is a Subsidiary, directly or indirectly, of another
Person,  a class of equity security of which is and has been so registered,  the
term "Issuer"  shall mean such other  Person;  and (B), in case such Person is a
Subsidiary,  directly or indirectly,  of more than one Person, a class of equity
security  of two or more of which  are and  have  been so  registered,  the term
"Issuer"  shall  mean  whichever  of such  Persons  is the  issuer of the equity
security  having  the  greatest  aggregate  market  value.  Notwithstanding  the
foregoing,  if the Issuer in any of the events listed above is not a corporation
or other legal entity having outstanding  equity  securities,  then, and in each
such  case,  (i) if the  Issuer is  directly  or  indirectly  wholly  owned by a
corporation or other legal entity having outstanding equity securities, then all
references  to Common  Shares of the Issuer shall be deemed to be  references to
the Common Shares of the  corporation  or other legal entity having  outstanding
equity securities which ultimately  controls the Issuer, and (ii) if there is no
such corporation or other legal entity having outstanding equity securities, (Y)
proper provision shall be made so that the Issuer shall create or otherwise make
available  for  purposes of the  exercise of the Rights in  accordance  with the
terms of this Agreement, a type or types of security or securities having a fair
market  value at least equal to the  economic  value of the Common  Shares which
each  holder of a Right  would have been  entitled  to receive if the Issuer had
been a corporation or other legal entity having  outstanding  equity securities;
and (Z) all other provisions of this Agreement shall apply to the issuer of such
securities as if such securities were Common Shares.  The Corporation  shall not
consummate any such consolidation, merger, sale or transfer unless prior thereto
the Issuer shall have a sufficient  number of authorized Common Shares (or other
securities  as  contemplated  above)  which have not been issued or reserved for
issuance to permit the  exercise in full of the Rights in  accordance  with this
Section 13 and unless prior to such consummation the Corporation and such Issuer
shall have executed and delivered to the Rights Agent a  supplemental  agreement
providing for the terms set forth in this Section 13 and further  providing that
as soon as practicable after the consummation of any such consolidation, merger,
sale or transfer, the Issuer will:

          (i) prepare and file a  registration  statement  under the  Securities
     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
     earlier of the Expiration Date or the Redemption Date; and

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

The Corporation  shall not enter into any transaction of the kind referred to in
this  Section  13 if at the  time  of such  transaction  there  are any  rights,
warrants,   instruments   or  securities   outstanding   or  any  agreements  or
arrangements  which, as a result of the consummation of such transaction,  would
eliminate or substantially  diminish the benefits intended to be afforded by the
Rights.  The provisions of this Section 13 shall  similarly  apply to successive
mergers or consolidations or sales or other transfers.

     Section 14. Fractional Rights and Fractional Shares.

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

     (b) The  Corporation  shall not be  required to issue  fractions  of Common
Shares upon exercise of the Rights or to distribute  certificates which evidence
fractional Common Shares.  In lieu of fractional Common Shares,  the Corporation
shall  pay to the  registered  holders  of Right  Certificates  at the time such
Rights  are  exercised  as herein  provided  an amount in cash equal to the same
fraction of the current  market value of one Common  Share.  For the purposes of
this  Section  14(b),  the current  market  value of a Common Share shall be the
closing price of a Common Share (as determined pursuant to Section 11(d) hereof)
for the Trading Day immediately prior to the date of such exercise.

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

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

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

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

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

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

     Section 17. Right Certificate  Holder Not Deemed a Shareholder.  No holder,
as such, of any Right Certificate  shall be entitled to vote,  receive dividends
or be deemed  for any  purpose  the holder of the  Common  Shares,  or any other
securities of the Corporation  which may at any time be issuable on the exercise
of the Rights represented thereby, nor shall anything contained herein or in any
Right  Certificate  be  construed  to  confer  upon  the  holder  of  any  Right
Certificate,  as such, any of the rights of a shareholder of the  Corporation 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  Right  Certificate  shall  have  been  exercised  in  accordance  with the
provisions hereof.

     Section 18.  Concerning the Rights Agent. The Corporation  agrees to pay to
the  Rights  Agent  reasonable  compensation  for all  services  rendered  by it
hereunder and, from time to time, on demand of the Rights Agent,  its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this  Agreement and the exercise and  performance of its duties
hereunder.  The  Corporation  also agrees to indemnify  the Rights Agent and its
Affiliates  and  each  of  their  directors,   officers,  employees  and  agents
(collectively,  the  "Indemnified  Parties")  for,  and to  hold  them  harmless
against, any damage, loss,  liability,  cost or expense incurred, in the absence
of  gross  negligence,  bad  faith  or  willful  misconduct  on the  part of the
Indemnified Parties, for anything done or omitted by the Indemnified Parties, in
connection with the acceptance and  administration of this Agreement,  including
the costs and expenses of defending  against any claim or demand of liability in
the premises.

     The Rights Agent and its  Affiliates  shall be protected and shall incur no
liability  for, or in respect of any action taken,  suffered or omitted by it in
connection with, its administration of this Agreement in reliance upon any Right
Certificate or certificate for the Common Shares or for other  securities of the
Corporation,   instrument  of   assignment  or  transfer,   power  of  attorney,
endorsement,   affidavit,  letter,  notice,  direction,   consent,  certificate,
statement,  or other  paper or  document  believed by it to be genuine and to be
signed, executed and, where necessary,  verified or acknowledged,  by the proper
person or  persons,  or  otherwise  upon the  advice of  counsel as set forth in
Section 20 hereof.

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

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

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

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

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

     (c) The Rights Agent shall be liable  hereunder to the  Corporation and any
other Person only for its own negligence, bad faith or willful misconduct. In no
event  shall the  Rights  Agent be liable for  special,  indirect,  punitive  or
consequential  loss or damage of any kind whatsoever  (including but not limited
to lost profits).

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

     (e) The Rights  Agent shall not be under any  responsibility  in respect of
the validity of this Agreement or the execution and delivery  hereof (except the
due  execution  hereof by the Rights  Agent) or in respect  of the  validity  or
execution of any Right Certificate (except its  countersignature  thereof);  nor
shall it be  responsible  for any breach by the  Corporation  of any covenant or
condition contained in this Agreement or in any Right Certificate;  nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section  11(a)(ii) hereof) or any adjustment in
the terms of the  Rights  (including  the  manner,  method  or  amount  thereof)
provided  for in  Sections  3, 11,  13,  23 or 24,  or the  ascertaining  of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right  Certificates  after actual
notice  that such change or  adjustment  is  required);  nor shall it by any act
hereunder  be  deemed  to  make  any   representation  or  warranty  as  to  the
authorization  or reservation of any Common Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Common Shares will, when
issued, be validly authorized and issued, fully paid and nonassessable.

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

     (g)  The  Rights  Agent  is  hereby   authorized  and  directed  to  accept
instructions  with respect to the  performance of its duties  hereunder from any
one of the Chairman of the Board,  the Chief Executive  Officer,  the President,
the Chief Executive Officer,  the Secretary or the Treasurer of the Corporation,
and to apply to such officers for advice or  instructions in connection with its
duties,  and it shall not be liable for any action  taken or  suffered  by it in
good faith in accordance with  instructions of any such officer or for any delay
in acting while waiting for those  instructions.  Any  application by the Rights
Agent for written  instructions  from the Corporation  may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or omitted by
the Rights Agent under this Rights  Agreement and the date on and/or after which
such action shall be taken or such omission shall be effective. The Rights Agent
shall not be liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after the date
specified in such  application  (which date shall not be less than five Business
Days after the date any such officer of the Corporation  actually  receives such
application,  unless  any such  officer  shall have  consented  in writing to an
earlier date) unless,  prior to taking any such action (or the effective date in
the  case  of an  omission),  the  Rights  Agent  shall  have  received  written
instructions in response to such  application  specifying the action to be taken
or omitted.

     (h) The Rights Agent and any shareholder,  director, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other  securities
of the Corporation or become pecuniarily  interested in any transaction in which
the  Corporation  may be  interested,  or  contract  with or lend  money  to the
Corporation  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 Corporation or for any other legal entity.

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

     Section  21.  Change of Rights  Agent.  The Rights  Agent or any  successor
Rights Agent may resign and be discharged  from its duties under this  Agreement
upon 30 days' notice in writing mailed to the  Corporation  and to each transfer
agent of the Common Shares by registered or certified  mail,  and to the holders
of the Right  Certificates  by first-class  mail. The Corporation may remove the
Rights  Agent or any  successor  Rights  Agent upon 30 days'  notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Shares by registered or certified mail, and to
the holders of the Right  Certificates by first-class  mail. If the Rights Agent
shall resign or be removed or shall otherwise  become  incapable of acting,  the
Corporation  shall appoint a successor to the Rights Agent.  If the  Corporation
shall  fail to make such  appointment  within a period of 30 days  after  giving
notice  of such  removal  or after  it has  been  notified  in  writing  of such
resignation or incapacity by the resigning or  incapacitated  Rights Agent or by
the holder of a Right Certificate who shall, with such notice,  submit his Right
Certificate for inspection by the Corporation, then the registered holder of any
Right  Certificate  may apply to any  court of  competent  jurisdiction  for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Corporation or by such a court, shall be (i) a corporation  organized and
doing business under the laws of the United States (or of any other state of the
United  States so long as such  corporation  is  authorized  to do business as a
banking institution),  in good standing,  which is authorized under such laws to
exercise  corporate trust or stock transfer powers and is subject to supervision
or  examination  by federal or state  authority and which has at the time of its
appointment  as Rights  Agent a combined  capital  and  surplus of at least $100
million or (ii) a subsidiary  of a  corporation  described in clause (i) of this
sentence. After appointment, the successor Rights Agent shall be vested with the
same powers,  rights,  duties and  responsibilities as if it had been originally
named as Rights Agent without  further act or deed; but the  predecessor  Rights
Agent shall deliver and transfer to the  successor  Rights Agent any property at
the time held by it  hereunder,  and execute and deliver any further  assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date of any such  appointment  the  Corporation  shall  file  notice  thereof in
writing with the predecessor  Rights Agent and each transfer agent of the Common
Shares,  and mail a notice thereof in writing to the  registered  holders of the
Right Certificates.  Failure to give any notice provided for in this Section 21,
however, or any defect therein, 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 Right Certificates.  Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary,  the  Corporation
may, at its option, issue new Right Certificates  evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the  Purchase  Price  and the  number  or kind or  class of  shares  or other
securities  or  property  purchasable  under  the  Right  Certificates  made  in
accordance with the provisions of this Agreement.

     Section 23. Redemption.

     (a) The Board of Directors of the  Corporation  may, at its option,  at any
time prior to the  earlier of (i) the Final  Expiration  Date and (ii) the tenth
calendar day following the Share  Acquisition Date (or, if the Share Acquisition
Date shall have occurred  prior to the Record Date, the Close of Business on the
tenth  calendar day  following  the Record  Date),  or such later date as may be
specified by a majority of the Board of Directors,  redeem all but not less than
all the then  outstanding  Rights  at a  redemption  price  of $.01  per  Right,
appropriately  adjusted to reflect any stock  split,  stock  dividend or similar
transaction  occurring  after  the date  hereof  (such  redemption  price  being
hereinafter referred to as the "Redemption Price"). The redemption of the Rights
by the Board of Directors  may be made  effective at such time on such basis and
with  such  conditions  as the Board of  Directors  in its sole  discretion  may
establish.

     (b) If, following the occurrence of a Share  Acquisition Date and following
the expiration of the right of redemption  hereunder but prior to the occurrence
of an event  described in Sections (A), (B), (C) or (D) of Section  11(a)(ii) or
Sections (a), (b) or (c) of Section 13 (each, a "Triggering  Event") each of the
following  shall have  occurred  and  remain in  effect:  (i) a Person who is an
Acquiring  Person shall have  transferred  or otherwise  disposed of a number of
Common Shares in a transaction, or series of transactions,  which did not result
in the occurrence of any Triggering  Event such that such Person is thereafter a
Beneficial Owner of 10% or less of the outstanding Common Shares and 10% or less
of the combined  voting  power in the  election of directors of the  outstanding
Common  Shares,  (ii)  there are no other  Persons,  immediately  following  the
occurrence of the event described in clause (i), who are Acquiring Persons,  and
(iii) the transfer or other disposition  described in clause (i) above was other
than pursuant to a  transaction,  or series of  transactions,  which directly or
indirectly  involved the Corporation or any of its Subsidiaries,  then the right
of redemption  set forth in Section 23(a) shall be reinstated  and thereafter be
subject to the provisions of this Section.

     (c)  Immediately  upon  the  action  of  the  Board  of  Directors  of  the
Corporation  ordering the redemption of the Rights  pursuant to paragraph (a) of
this  Section 23, and without  any  further  action and without any notice,  the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. The Corporation may,
at its option,  pay the Redemption Price in cash,  Common Shares (based upon the
current per share  market  price of the Common  Shares  (determined  pursuant to
Section  11(d)  hereof)  at the  time  of  redemption)  or  any  other  form  of
consideration  deemed  appropriate  by the Board of Directors.  The  Corporation
shall  promptly give public notice of any such  redemption;  provided,  however,
that the failure to give, or any defect in, any such notice shall not affect the
validity  of such  redemption.  Within 10 days after such action of the Board of
Directors  ordering the  redemption  of the Rights  pursuant to paragraph (a) of
this Section 23, the  Corporation  shall mail a notice of  redemption to all the
holders of the then  outstanding  Rights at their last  addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution  Date,
on the registry books of the transfer  agent for the Common  Shares.  Any notice
which is mailed in the manner herein provided shall be deemed given,  whether or
not the holder  receives the notice.  Each such notice of redemption  will state
the method by which the payment of the  Redemption  Price will be made.  Neither
the Corporation  nor any of its Affiliates or Associates may redeem,  acquire or
purchase  for  value  any  Rights  at any time in any  manner  other  than  that
specifically set forth in this Section 23 or in Section 24 hereof, or other than
in connection with the purchase of Common Shares prior to the Distribution Date.

     Section 24. Exchange.

     (a) The Board of Directors of the  Corporation  may, at its option,  at any
time after any Person becomes an Acquiring  Person,  exchange all or part of the
then  outstanding  and  exercisable  Rights (which shall not include Rights that
have become void  pursuant to the  provisions of Section  11(a)(ii)  hereof) for
Common Shares at an exchange ratio of one Common Share per Right,  appropriately
adjusted  to reflect any stock  split,  stock  dividend  or similar  transaction
occurring after the date hereof (such exchange ratio being hereinafter  referred
to as the  "Exchange  Ratio").  Notwithstanding  the  foregoing,  the  Board  of
Directors  shall not be empowered to effect such  exchange at any time after any
Person  (other than the  Corporation,  any  Subsidiary of the  Corporation,  any
employee benefit plan of the Corporation or any such  Subsidiary,  or any entity
holding  Common Shares 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  Shares  then  outstanding  or 50% or more of the
combined  voting power in the  election of  directors of the Common  Shares then
outstanding.

     (b)  Immediately  upon  the  action  of  the  Board  of  Directors  of  the
Corporation  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 Common  Shares equal to
the number of such Rights held by such holder  multiplied by the Exchange Ratio.
The  Corporation  shall  promptly  give  public  notice  of any  such  exchange;
provided, however, that the failure to give, or any defect in, such notice shall
not affect the validity of such exchange.  The Corporation 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 Common  Shares for Rights will be effected
and, in the event of any partial  exchange,  the number of Rights  which will be
exchanged.  Any partial  exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void  pursuant to the  provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.

     (c) In any exchange  pursuant to this Section 24, the  Corporation,  at its
option,  may substitute  equivalent  common  shares,  as such term is defined in
Section  11(h)  hereof,   for  Common  Shares   exchangeable   for  Rights,   as
appropriately adjusted to reflect adjustments in the voting rights of the Common
Shares  pursuant to the terms  thereof,  so that the  fraction of an  equivalent
common  share  delivered in lieu of each Common Share shall have the same voting
rights as one Common Share.

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

     (e) The  Corporation  shall not be  required to issue  fractions  of Common
Shares or to distribute certificates which evidence fractional Common Shares. In
lieu  of  such  fractional  Common  Shares,  the  Corporation  shall  pay to the
registered  holders  of  the  Right  Certificates  with  regard  to  which  such
fractional  Common Shares would otherwise be issuable an amount in cash equal to
the same fraction of the current  market value of a whole Common Share.  For the
purposes of this paragraph (e), the current market value of a whole Common Share
shall be the closing price of a Common Share (as determined  pursuant to Section
11(d)  hereof)  for the Trading  Day  immediately  prior to the date of exchange
pursuant to this Section 24.

     Section 25. Notice of Certain Events.

     (a) In case the Corporation  shall propose (i) to pay any dividend  payable
in stock of any class to the  holders of its Common  Shares or to make any other
distribution to the holders of its Common Shares (other than a regular quarterly
cash  dividend),  (ii) to offer to the  holders of its Common  Shares  rights or
warrants to subscribe for or to purchase any additional  Common Shares or shares
of stock of any  class or any other  securities,  rights  or  options,  (iii) to
effect  any   reclassification   of  its  Common  Shares,  (iv)  to  effect  any
consolidation  or merger into or with,  or to effect any sale or other  transfer
(or to  permit  one or more of its  Subsidiaries  to  effect  any  sale or other
transfer) outside the ordinary course of business,  in one or more transactions,
of 50% or more  of the  assets  or  earning  power  of the  Corporation  and its
Subsidiaries  (taken as a whole)  to,  any other  Person,  or (v) to effect  the
liquidation,  dissolution or winding up of the  Corporation,  then, in each such
case,  the  Corporation  shall give to each  holder of a Right  Certificate,  in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, or distribution
of  rights  or   warrants,   or  the  date  on  which   such   reclassification,
consolidation,  merger, sale, transfer, liquidation,  dissolution, or winding up
is to take place and the date of  participation  therein  by the  holders of the
Common  Shares,  if any such date is to be fixed,  and such  notice  shall be so
given in the case of any action  covered by clause (i) or (ii) above at least 10
days prior to the record date for  determining  holders of the Common Shares for
purposes of such action,  and in the case of any such other action,  at least 10
days  prior to the date of the  taking  of such  proposed  action or the date of
participation  therein by the holders of the Common Shares,  whichever  shall be
the earlier.

     (b) In case any event set forth in Section  11(a)(ii)  hereof  shall occur,
then the Corporation shall as soon as practicable thereafter give to each holder
of a Right  Certificate,  in accordance with Section 26 hereof,  a notice of the
occurrence  of such  event,  which  notice  shall  describe  such  event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

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

                 Union Acceptance Corporation
                 250 North Shadeland Avenue
                 Indianapolis, Indiana 46219
                 Attention:     Rick A. Brown

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

                 Computershare Investor Services, LLC
                 Wall Street Plaza
                 88 Pine Street, 19th Floor
                 New York, New York 10005
                 Attention:  Joseph McFadden

with a copy to:

                 Computershare Investor Services, LLC
                 2 North LaSalle Street
                 Chicago, Illinois  60602
                 Attention:  Keith Bradley

Notices  or  demands  authorized  by this  Agreement  to be given or made by the
Corporation or the Rights Agent to the holder of any Right  Certificate shall be
sufficiently  given  or  made  if sent by  first-class  mail,  postage  prepaid,
addressed  to such holder at the address of such holder as shown on the registry
books of the Corporation prior to issuance of Right Certificates;  otherwise, at
the address of such holder as shown on the registry books of the Rights Agent.

     Section 27. Supplements and Amendments.  Prior to the Distribution Date, if
the  Corporation  so  directs,  the  Corporation  and  the  Rights  Agent  shall
supplement  or amend any  provision  of this  Agreement  in any manner which the
Corporation may deem desirable  without the approval of any holders of Rights or
certificates  representing  Common Shares. From and after the Distribution Date,
if the Corporation so directs,  the  Corporation,  upon approval by the Board of
Directors and the Rights Agent shall supplement or amend this Agreement  without
the approval of any holders of Rights or Certificates representing Common Shares
in order (i) to cure any ambiguity,  (ii) to correct or supplement any provision
contained  herein  which  may  be  defective  or  inconsistent  with  any  other
provisions  herein,  (iii) to shorten or lengthen any time period hereunder,  or
(iv) to change or supplement  the  provisions  hereunder in any manner which the
Corporation,   upon  such  approval,  may  deem  desirable,   including  without
limitation the addition of other events requiring adjustment to the Rights under
Sections 11 or 13 or procedures relating to the redemption of the Rights,  which
change,  amendment or supplement shall not adversely affect the interests of the
holders of Rights  Certificates  (other than an Acquiring Person or an Affiliate
or Associate of any such Person); provided, however, that this Agreement may not
be  supplemented or amended  pursuant to this sentence to lengthen,  pursuant to
clause  (iii) of this  sentence,  any time  period  unless such  lengthening  is
specifically contemplated hereby or is for the purpose of protecting,  enhancing
or clarifying the rights of, or the benefits to, the holders of Rights. Upon the
delivery of a certificate  from the Chairman of the Board,  the  President,  the
Chief Executive  Officer or the Chief Financial Officer of the Corporation which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment;
provided,  however,  that the failure or refusal of the Rights  Agent to execute
such  supplement or amendment shall not affect the validity or effective date of
any supplement or amendment adopted by the Corporation. Notwithstanding anything
in this  Agreement to the contrary,  no  supplement  or amendment  shall be made
which  decreases  the stated  Redemption  Price or the period of time  remaining
until the Final Expiration Date.

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

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

     Section 30. 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.

     Section 31. Governing Law. This Agreement and each Right Certificate issued
hereunder  shall be deemed to be a contract  made under the laws of the State of
Indiana and for all purposes  shall be governed by and  construed in  accordance
with the laws of such State  applicable  to contracts  to be made and  performed
entirely within such State.

     Section 32.  Counterparts.  This Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

     Section  33.  Descriptive  Headings.  Descriptive  headings  of the several
Sections of this  Agreement  are  inserted  for  convenience  only and shall not
control or affect the meaning or construction of any of the provisions hereof.








<PAGE>



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

                                        UNION ACCEPTANCE CORPORATION

                                        By:   /s/ Rick A. Brown
                                              ----------------------------------
                                              Rick A. Brown
                                              Vice President, Chief Financial
                                               Officer and Treasurer

Attest:



By:   /a/ Leeanne W. Graziani
      ---------------------------------
      Leeanne W. Graziani, Secretary



                                        COMPUTERSHARE INVESTOR SERVICES, LLC



                                        By:   /s/ Simone Harris
                                              ----------------------------------
                                              Name:   Simone Harris
                                              Title:  Relationship Manager

Attest:


By:   [signature illegible]
      ---------------------------------
      Name:
      Title:

<PAGE>






                                                                      EXHIBIT A


                            Form of Right Certificate


Certificate No.                                                     _____ Rights



         NOT EXERCISABLE AFTER NOVEMBER 12, 2011 OR EARLIER IF
         REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO
         REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET
         FORTH IN THE RIGHTS AGREEMENT.


                                Right Certificate

                          UNION ACCEPTANCE CORPORATION


     This certifies that ____________________________, or registered assigns, is
the  registered  owner of the  number  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 13, 2001 (the "Rights  Agreement"),
between   Union   Acceptance   Corporation,    an   Indiana   corporation   (the
"Corporation"),  and Computershare  Investor Services, LLC (the "Rights Agent"),
to purchase from the  Corporation  at any time after the  Distribution  Date (as
such term is defined in the Rights  Agreement)  and prior to 5:00 P.M.,  eastern
standard time, on November 12, 2011 at the office of the Rights Agent designated
for such purpose,  or at the office of its successor as Rights Agent,  one fully
paid  nonassessable  share  of the  Common  Stock,  without  par  value,  of the
Corporation  (the  "Common  Shares"),  at a purchase  price of $30.00 per Common
Share (the  "Purchase  Price"),  upon  presentation  and surrender of this Right
Certificate  with the Form of Election to Purchase duly executed.  The number of
Rights  evidenced  by this Right  Certificate  (and the number of Common  Shares
which may be purchased upon exercise  hereof) set forth above,  and the Purchase
Price set forth  above,  are the number and  Purchase  Price as of November  13,
2001, based on the Common Shares as constituted at such date. As provided in the
Rights  Agreement,  the Purchase Price and the number of Common Shares which may
be purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain events.

     This Right  Certificate  is subject  to all of the  terms,  provisions  and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
incorporated herein by this 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 of the Corporation and of the holders of the
Right Certificates.  Copies of the Rights Agreement are on file at the principal
executive  offices of the  Corporation  and the  above-mentioned  offices of the
Rights Agent.

     This Right  Certificate,  with or without  other Right  Certificates,  upon
surrender at the  principal  office of the Rights  Agent,  may be exchanged  for
another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
evidencing  Rights  entitling the holder to purchase a like aggregate  number of
Common  Shares  as the  Rights  evidenced  by the  Right  Certificate  or  Right
Certificates  surrendered  shall have entitled such holder to purchase.  If this
Right  Certificate  shall be exercised in part,  the holder shall be entitled to
receive upon surrender  hereof another Right  Certificate or Right  Certificates
for the number of whole Rights not exercised.  In no event will certificates for
fractional Rights be issued.

     Subject to the provisions of the Rights Agreement,  the Rights evidenced by
this  Certificate  (i)  may be  redeemed  in  whole,  but  not in  part,  by the
Corporation at a redemption  price of $.01 per Right or (ii) may be exchanged in
whole or in part for number of Common Shares equal to such redemption price.

     No  fractional  Common Shares will be issued upon the exercise of any Right
or Rights evidenced hereby,  but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

     No holder of this Right  Certificate  shall be  entitled to vote or receive
dividends or be deemed for any purpose the holder of the Common Shares or of any
other  securities  of the  Corporation  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  Corporation  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 Right  Certificate  shall have been
duly exercised as provided in the Rights Agreement.

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




<PAGE>



     WITNESS the facsimile  signature of the proper officers of the Corporation,
and its corporate seal. Dated as of ______________, 2001.


ATTEST:                                 UNION ACCEPTANCE CORPORATION



                                        By:
-----------------------------                 ----------------------------------
    Secretary                                 President



Countersigned:

COMPUTERSHARE INVESTOR SERVICES, LLC



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




<PAGE>



                    Form of Reverse Side of Right Certificate


                               FORM OF ASSIGNMENT


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


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

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


Dated:                     ,
         ------------------  -------


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

Signature Guaranteed:

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

                                   CERTIFICATE

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


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

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




<PAGE>



             Form of Reverse Side of Right Certificate -- continued



                          FORM OF ELECTION TO PURCHASE


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


To Union Acceptance Corporation:

     The undersigned hereby irrevocably elects to exercise _____________________
Rights  represented  by this Right  Certificate  to purchase  the Common  Shares
issuable  upon the exercise of such Rights and requests  that  certificates  for
such Common Shares be issued in the name of:

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 Right
Certificate,  a new Right  Certificate for the balance  remaining 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:                              ,
         ---------------------------  ------



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

<PAGE>

Signature Guaranteed:
                     -----------------------------------------------------------

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




<PAGE>



             Form of Reverse Side of Right Certificate -- continued



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



CERTIFICATE

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



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


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

                                     NOTICE

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

     In the event the certification set forth above in the Form of Assignment or
the Form of  Election to  Purchase,  as the case may be, is not  completed,  the
Corporation  and the Rights Agent will deem the  beneficial  owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate  thereof (as defined in the Rights  Agreement) and such  Assignment or
Election to Purchase will not be honored.




<PAGE>



                                                                       EXHIBIT B


                   SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES


     On  November  13,  2001,  the  Board  of  Directors  of  Union   Acceptance
Corporation  (the  "Company")  declared a dividend of one Common Share  Purchase
Right (a "Right" or "Rights")  for each  outstanding  share of all Common Stock,
without par value (the "Common Shares"), of the Company. The dividend is payable
on December 15, 2001 to the  shareholders  of record as of December 1, 2001 (the
"Record  Date").  If and when the  Rights  become  exercisable,  each Right will
entitle the  registered  holder to purchase from the Company one share of Common
Stock at a purchase price of $30.00 (the "Purchase  Price"),  although the price
may be adjusted as described  below. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the Company and
Computershare Investor Services, LLC, as Rights Agent (the "Rights Agent").


TRADING AND DISTRIBUTION OF RIGHTS

     Initially,  shareholders  will not receive a separate  certificate  for the
Rights.  The  Rights  will  be  represented  by  the  outstanding  Common  Share
certificates  with a copy of this  Summary of Rights  attached  thereto  and the
Rights cannot be bought,  sold or otherwise  traded  separately  from the Common
Shares. Certificates for Common Shares issued after the Record Date will carry a
notation that  indicates  that Rights are attached to the Common Shares and that
the terms of the Rights Agreement are incorporated therein.

     Separate  certificates  representing the Rights will be distributed as soon
as practicable after the "Distribution Date," which is the earliest to occur of:

          (1) 10 calendar days following a public  announcement that a person or
     group of  affiliated  or  associated  persons  (excluding  certain  related
     persons) (an "Acquiring Person") has (a) acquired  beneficial  ownership of
     20% or more of the outstanding Common Shares or 20% or more of the combined
     voting power in the election of directors of the outstanding  Common Shares
     or in the case of any  beneficial  owner of 20% of the Common Shares or 20%
     of the  combined  voting  power in the  election of directors of the Common
     Shares on the Record Date (excluding  certain related  persons)  additional
     shares  representing  1% of  the  outstanding  Common  Shares  or 1% of the
     combined  voting  power in the  election of  directors  of the  outstanding
     Common  Stock  (b)  become  the  beneficial  owner  of  an  amount  of  the
     outstanding  Common  Shares or  combined  voting  power in the  election of
     directors of the  outstanding  Common  Shares (but not less than 10%) which
     the Board of Directors determines to be substantial and which ownership the
     Board of Directors determines is intended or may be reasonably anticipated,
     in general, to cause the Company to take actions determined by the Board of
     Directors to be not in the Company's best long-term  interests (an "Adverse
     Person"), or

          (2) 10  business  days (or such  later  date as may be  determined  by
     action  of the  Board of  Directors  prior to the time any  person or group
     becomes an Acquiring  Person) following the commencement or announcement of
     an intention to make a tender offer or exchange offer the  consummation  of
     which would result in the beneficial  ownership by a person or group of 30%
     or more of such  outstanding  Common  Shares or 30% or more of the combined
     voting  power in the  election  of  directors  of such  outstanding  Common
     Shares.

     Until the Distribution Date (or earlier exchange,  redemption or expiration
of the Rights),  the surrender or transfer of any certificates for Common Shares
outstanding as of the Record Date,  even without such notation or a copy of this
Summary of Rights being attached  thereto,  will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the  Distribution  Date and,
thereafter, such separate Right Certificates alone will evidence the Rights.


EXERCISABILITY AND EXPIRATION

     The  holders of the Rights are not  required  to take any action  until the
Rights become  exercisable.  As described  above, the Rights are not exercisable
until the  Distribution  Date.  Holders of the Rights will be notified  that the
Rights  have  become   exercisable  when  the  Rights  Agent  mails  the  Rights
Certificates. The Rights will expire on November 12, 2011 (the "Final Expiration
Date"),  unless the Final  Expiration  Date is extended or unless the Rights are
earlier redeemed by the Company, in each case, as described below.


ADJUSTMENTS

     In order to protect the value of the Rights to the  holders,  the  Purchase
Price  payable and the number of Common  Shares or other  securities or property
issuable,  upon  exercise of the Rights are subject to  adjustment  from time to
time (1) in the event of a stock dividend on, or a  subdivision,  combination or
reclassification  of,  the Common  Shares,  (2) upon the grant to holders of the
Common Shares of certain rights or warrants to subscribe for or purchase  Common
Shares  at a  price,  or  securities  convertible  into  Common  Shares  with  a
conversion  price less than the then current market price of Common  Shares,  or
(3) upon the  distribution  to  holders  of the Common  Shares of  evidences  of
indebtedness or assets  (excluding  regular  periodic cash dividends paid out of
earnings  or  retained  earnings or  dividends  payable in Common  Shares) or of
subscription rights or warrants, other than those referred to above.

     These adjustments are called  anti-dilution  provisions and are intended to
ensure that a holder of Rights will not be adversely  affected by the occurrence
of such events. With certain  exceptions,  the Company is not required to adjust
the Purchase Price until cumulative  adjustments require a change of at least 1%
in the Purchase  Price.  No fractional  Common Shares will be issued and in lieu
thereof,  an  adjustment  in cash will be made based on the market  price of the
Common Shares on the last trading day prior to the date of exercise.


FLIP-OVER EVENTS AND FLIP-IN EVENTS

     In the event that (1) the Company is acquired in a merger or other business
combination transaction and the Company is not the surviving corporation, or (2)
any  person  consolidates  or  merges  with the  Company  and all or part of the
Company's  Common Shares are exchanged for  securities,  cash or property of any
other person, or (3) 50% or more of the Company's consolidated assets or earning
power are sold (collectively, "Flip-Over Events"), proper provision will be made
so that each holder of a Right will thereafter  have the right to receive,  upon
the  exercise  thereof at the then  current  exercise  price of the Right,  that
number of shares of common stock of the  acquiring  company which at the time of
such transaction will have a market value of two times the exercise price of the
Right. In the event that (1) an Acquiring Person engages in certain self-dealing
transactions,  or (2) a person is  declared  an  Adverse  Person by the Board of
Directors of the Company,  or (3) a person (other than certain related  persons)
acquires  20% or more of the  outstanding  Common  Shares  or 20% or more of the
combined  voting  power  in the  election  of  directors  of the  Common  Shares
(collectively,  "Flip-In  Events"),  proper provision shall be made so that each
holder of a Right, other than Rights  beneficially owned by the Acquiring Person
(which will thereafter be void),  will thereafter have the right to receive upon
exercise  that number of Common  Shares  having a market  value of two times the
exercise price of the Right.


EXCHANGE OPTION

     At any time after a person  becomes an Acquiring  Person,  and prior to the
acquisition by such Acquiring  Person of 50% or more of the  outstanding  Common
Shares or 50% of the  combined  voting power in the election of directors of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other than  Rights  owned by such person or group which have become
void),  in whole or in part, at an exchange  ratio of one Common Share per Right
(subject to adjustment).


REDEMPTION

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

     If the Board of  Directors'  ability to redeem the Rights  pursuant  to the
Rights  Agreement has expired  because a person or group has become an Acquiring
Person,  but a Flip-Over  Event or certain Flip-In Events have not yet occurred,
the redemption  right will be reinstated if the Acquiring  Person  disposes of a
sufficient  number of the Company's  Common Shares so that such person then owns
only 10% or less of the outstanding  Company's  Common Shares and 10% or less of
the  combined  voting  power in the  election of  directors  of the  outstanding
Company's Common Shares and if certain other conditions are met.

     The terms of the Rights may be  amended  by the Board of  Directors  of the
Company  without the consent of the holders of the Rights,  except that from and
after such time as any person becomes an Acquiring  Person no such amendment may
adversely affect the interests of the holders of the Rights.

     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.

     A copy of the Rights  Agreement is available  from the Company at no charge
upon written request. 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 this reference.