<PAGE>

                                                                     Exhibit 4.2


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



                                  Pemstar, Inc.


                                       and


                        Wells Fargo Bank Minnesota, N.A.,
                                  Rights Agent





                                RIGHTS AGREEMENT


                           Dated as of August 11, 2000



================================================================================
<PAGE>

                                TABLE OF CONTENTS
                                -----------------


                                                                            Page
                                                                            ----

Section 1.  Certain Definitions...............................................1

Section 2.  Appointment of Rights Agent.......................................4

Section 3.  Issue of Right Certificates.......................................4

Section 4.  Form of Right Certificates........................................5

Section 5.  Countersignature and Registration.................................6

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

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

Section 8.  Cancellation of Right Certificates................................8

Section 9.  Availability of Preferred Shares..................................8

Section 10. Preferred Shares Record Date......................................9

Section 11. Adjustment of Purchase Price, Number and Kind of Shares or
              Number of Rights................................................9

Section 12. Certificate of Adjusted Purchase Price or Number of Shares.......16

Section 13. Consolidation, Merger or Sale or Transfer of Assets or
              Earning Power..................................................16

Section 14. Fractional Rights and Fractional Shares..........................19

Section 15. Rights of Action.................................................20

Section 16. Agreement of Right Holders.......................................20

Section 17. Right Certificate Holder Not Deemed a Stockholder................20

Section 18. Concerning the Rights Agent......................................21

Section 19. Merger or Consolidation or Change of Name of Rights Agent........21

Section 20. Duties of Rights Agent...........................................22

Section 21. Change of Rights Agent...........................................23

Section 22. Issuance of New Right Certificates...............................24


                                       i
<PAGE>

Section 23. Redemption.......................................................24

Section 24. Exchange.........................................................25

Section 25. Notice of Certain Events.........................................26

Section 26. Notices..........................................................27

Section 27. Supplements and Amendments.......................................27

Section 28. Successors.......................................................28

Section 29. Benefits of this Agreement.......................................28

Section 30. Severability.....................................................28

Section 31. Governing Law....................................................28

Section 32. Counterparts.....................................................28

Section 33. Descriptive Headings.............................................28

Exhibit A -- Certificate of Designations of Series A Junior
             Participating Preferred Stock

Exhibit B -- Form of Right Certificates


                                       ii
<PAGE>

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

         AGREEMENT, dated as of August 11, 2000, between Pemstar, Inc., a
Minnesota corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A. (the
"Rights Agent").

         The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
of the Company outstanding at the Close of Business on the business day prior to
the Company's initial public offering (the "Record Date"), each Right
representing the right to purchase one one-hundredth of a Preferred Share, 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 Common
Share 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:

                  "Acquiring Person" shall mean any Person who or which,
         together with all Affiliates and Associates of such Person, shall be
         the Beneficial Owner of the Threshold Percentage or more of the Common
         Shares then outstanding other than as a result of a Permitted Offer,
         but shall not include any Exempt Person. Notwithstanding the foregoing,
         no Person shall become an "Acquiring Person" as the result of an
         acquisition of Common Shares by the Company which, by reducing the
         number of shares outstanding, increases the proportionate number of
         shares beneficially owned by such Person to the Threshold Percentage or
         more of the Common Shares of the Company then outstanding; provided,
         however, that if a Person shall become the Beneficial Owner of the
         Threshold Percentage or more of the Common Shares of the Company then
         outstanding by reason of share purchases by the Company and shall,
         after such share purchases by the Company, increase the number of
         Common Shares of the Company beneficially owned by such Person above
         the number of Common Shares of the Company beneficially owned by such
         Person at the time of the share purchase by the Company that caused
         such person to exceed the Threshold Percentage, then such Person shall
         be deemed to be an "Acquiring Person." Notwithstanding the foregoing,
         if the Board of Directors of the Company determines in good faith that
         a Person who would otherwise be an "Acquiring Person," as defined
         pursuant to the foregoing provisions of this paragraph, has become such
         inadvertently, and such Person divests as promptly as practicable a
         sufficient number of Common Shares so that such Person would no longer
         be an "Acquiring Person," as defined pursuant to the foregoing
         provisions of this paragraph, then such Person shall not be deemed to
         be an "Acquiring Person" for any purposes of this Agreement.

                  "Affiliate" and "Associate" shall have the respective meanings
         ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Exchange Act. A
<PAGE>

         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, including without
         limitation securities with respect to which such Person or any such
         Person's Affiliates or Associates has "beneficial ownership" pursuant
         to Rule 13d-3 of the General Rules and Regulations under the Exchange
         Act, as in effect on the date of this Agreement;

                  (ii) which such Person or any of such Person's Affiliates or
         Associates has (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 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); 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
         clause(ii)(B) above) or disposing of any securities of the Company.

         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 Company, 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.

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a day on which banking institutions in the state where the
         principal office of the Rights Agent is located are authorized or
         obligated by law or executive order to close.

                                       2
<PAGE>

                  "Close of Business" on any given date shall mean 5:00 P.M.,
         prevailing time where the principal office of the Rights Agent is
         located, on such date; provided, however, that if such date is not a
         Business Day, it shall mean 5:00 P.M., prevailing time, on the next
         succeeding Business Day.

                  "Common Shares," when used with reference to the Company,
         shall mean the shares of Common Stock, par value $.01 per share, of the
         Company. "Common Shares," when used with reference to any Person other
         than the Company, shall mean the capital stock (or equity interest)
         with the greatest voting power of such other Person or, if such other
         Person is a Subsidiary of any other Person, the Person or Persons which
         ultimately control such first mentioned Person.

                  "Distribution Date" shall have the meaning set forth in
         Section 3.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.

                  "Exchange Date" shall have the meaning set forth in Section 7.

                  "Exempt Person" shall mean the Company, any Subsidiary of the
         Company, any employee benefit plan of the Company or of any Subsidiary
         of the Company, and any Person organized, appointed or established by
         the Company for or pursuant to the terms of any such plan. Any
         underwriter participating in the initial public offering of the
         Company's Common Shares shall also be an Exempt Person until the date
         any such underwriter owns less than 15% of the Company's Common Shares.

                  "Final Expiration Date" shall have the meaning set forth in
         Section 7.

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

                  "Permitted Offer" shall mean a tender offer or an exchange
         offer for all outstanding Common Shares of the Company determined by
         the Board of Directors of the Company, after receiving such advice as
         it deems necessary and giving due consideration to all relevant
         factors, to be in the best interests of the Company and its
         stockholders.

                  "Preferred Shares" shall mean shares of Series A Junior
         Participating Preferred Stock, par value $.01, of the Company having
         the rights and preferences set forth in the form of Certificate of
         Designations attached to this Agreement as Exhibit A.

                  "Redemption Date" shall have the meaning set forth in
         Section 7.

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

                                       3
<PAGE>

                  "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.

                  "Threshold Percentage" shall mean 15%.

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3, shall prior to the Distribution Date also be the
holders of the Common Shares) in accordance with the terms and conditions of
this Agreement, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable upon ten (10) days prior written notice to the Rights
Agent. In the event the Company appoints one or more co-Rights Agents, the
respective duties of the Rights Agent and any co-Rights Agents shall be as the
Company shall determine. The Rights Agent shall have no duty to supervise and
shall in no event be liable for the acts or omissions of any such co-Rights
Agent.

         Section 3. Issue of Right Certificates.

         (a) Until the earlier of (i) the tenth day after the Shares Acquisition
Date or (ii) the tenth 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 an Exempt
Person) of, or of the first public announcement of the intention of any Person
(other than an Exempt Person) to commence, a tender or exchange offer the
consummation of which would result in any Person becoming an Acquiring Person
(the earlier of such dates being referred to herein as the "Distribution Date"),
(x) the Rights will be evidenced (subject to the provisions of Section 3(b)) 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 (y) 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 Company will
prepare and execute, the Rights Agent will countersign, and the Company will
send or cause to be sent (and the Rights Agent will, if requested, send) by
first-class, postage-prepaid mail, to each record holder of Common Shares as of
the Close of Business on the Distribution Date, at the address of such holder
shown on the records of the Company, a Right Certificate, in substantially the
form of Exhibit B (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.

         (b) With respect to certificates for Common Shares outstanding as of
the Close of Business on the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates registered in the names of the
holders thereof. Until the Distribution Date (or the earlier of the Redemption
Date or the Final Expiration Date if occurring prior to the Distribution Date),
the surrender for transfer of any certificate for Common Shares outstanding on
the Record Date shall also constitute the transfer of the Rights associated with
the Common Shares represented thereby.

                                       4
<PAGE>

         (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 Pemstar, Inc.
         and the Rights Agent (named in the Rights Agreement) or any successor
         (as amended from time to time the "Rights Agreement"), the terms of
         which are hereby incorporated herein by reference and a copy of which
         is on file at the principal executive office of Pemstar, Inc. Under
         certain circumstances, as set forth in the Rights Agreement, such
         Rights will be evidenced by separate certificates and will no longer be
         evidenced by this certificate. Pemstar, Inc. will mail to the holder of
         this certificate a copy of the Rights Agreement without charge after
         receipt of a written request therefor. Under certain circumstances, as
         set forth in the Rights Agreement, Rights issued to any Person who
         becomes an Acquiring Person or an Associate or Affiliate thereof (as
         defined in the Rights Agreement), or certain transferees of such
         Person, may 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 Company 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 canceled and retired so that the Company shall not
be entitled to exercise any Rights associated with the Common Shares which are
no longer outstanding.

         (d) Reference in this Agreement to certificates for Common Shares
include uncertificated Common Shares, and any uncertificated Common Share shall
also represent the associated right. Any legend required to be placed on any
certificate for Common Shares may instead be included on any book entry
confirmation or notification to the holder of such Common Shares.

         Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B and may
have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or automated
quotations system on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Section 11, the Right
Certificates shall entitle the holders thereof to purchase such number of one

                                       5
<PAGE>

one-hundredths of a Preferred Share as shall be set forth therein at the price
per one one-hundredth of a Preferred Share set forth therein (the "Purchase
Price"), but the number of such one one-hundredths of a Preferred Share 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 Company by its Chairperson of the Board, its
Chief Executive Officer, its President, any of its Vice Presidents or its
Treasurer either manually or by facsimile signature and shall be attested by the
Secretary or an Assistant Secretary of the Company, or if one shall not have
been elected, the Chief Financial Officer, either manually or by facsimile
signature. The Right Certificates shall be manually countersigned by the Rights
Agent for purposes of authorization only and shall not be valid for any purpose
unless countersigned. In case any officer of the Company who shall have signed
any of the Right Certificates shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and delivery by the
Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the Person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any Person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
Agreement any such Person was not such 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, 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)) may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of one one-hundredths of a Preferred
Share as the Right Certificate or Right Certificates surrendered then entitled
such holder to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent. 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
Company may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.

                                       6
<PAGE>

         Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will issue, execute and deliver
a new Right Certificate of like tenor to the Rights Agent for countersignature
and 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 or offices of the Rights Agent
designated for such purpose, together with payment of the Purchase Price for
each one one-hundredth of a Preferred Share as to which the Rights are
exercised, at or prior to the earliest of (i) the Close of Business on May 1,
2010 (the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 (the "Redemption Date") or (iii) the time at
which such Rights are exchanged as provided in Section 24 (the "Exchange Date").

         (b) The Purchase Price for each one one-hundredth of a Preferred Share
purchasable pursuant to the exercise of a Right shall initially be $[price],
shall be subject to adjustment from time to time as provided in Sections 11 and
13 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 aggregate 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 by certified check,
cashier's check or money order payable to the order of the Company, the Rights
Agent shall thereupon promptly (i) (A) requisition from any transfer agent for
the Preferred Shares (or make available, if the Rights Agent is the transfer
agent for the Preferred Shares) certificates for the number of Preferred Shares
to be purchased and the Company hereby irrevocably authorizes its transfer agent
to comply with all such requests, or (B) if the Company shall have elected to
deposit with a depository agent the total number of Preferred Shares issuable
upon exercise of the Rights hereunder, requisition from the depositary agent
depositary receipts representing such number of one one-hundredths of a
Preferred Share as are to be purchased and the Company hereby directs the
depositary agent to comply with such request, (ii) when appropriate, requisition
from the Company the amount of cash to be paid in lieu of issuance of fractional
shares in accordance with Section 14, (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.

                                       7
<PAGE>

         (d) In case the registered holder of any Right Certificate shall
exercise less than all of 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
such holder's duly authorized assigns, subject to the provisions of Section 14.

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

         Section 8. Cancellation of Right Certificates. All Right Certificates
surrendered for the purpose of exercise, transfer, split up, combination or
exchange shall, if surrendered to the Company or to any of its agents, be
delivered to the Rights Agent for cancellation or in canceled form, or, if
surrendered to the Rights Agent, shall be canceled 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 Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company.

         Section 9. Availability of Preferred Shares.

         (a) The Company will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares the number of Preferred Shares that
will be sufficient to permit the exercise in full of all outstanding Rights.

         (b) At such time, if any, as the Preferred Shares issuable upon the
exercise of Rights may be listed on any national securities exchange, the
Company shall use its best efforts to cause, from and after such time as the
Rights become exercisable (but only to the extent that it is reasonably likely
that the Rights will be exercised), all shares reserved for such issuance to be
listed on such exchange upon official notice of issuance upon such exercise.

         (c) The Company will prepare and file, as soon as practicable after the
Distribution Date, a registration statement under the Securities Act of 1933, as
amended (the "Act"), with respect to the Rights and the securities purchasable
upon exercise of the Rights on an appropriate form, and use its best efforts to
cause such registration statement to (i) become effective as soon as practicable
after such filing and (ii) 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 or (B) the Final
Expiration Date. The Company will also take such action as may be appropriate
under, or to ensure compliance with, the securities or "blue sky" laws of the
various states in connection with the exercisability of the Rights. The Company
may temporarily suspend, for a period of time not to exceed 90 days after the
date the registration statement is filed, the exercisability of the Rights in
order to permit the registration

                                       8
<PAGE>

statement to become effective. Upon any such suspension, the Company shall issue
a public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect. Notwithstanding any provision of this
Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction if the requisite qualification in such jurisdiction shall not have
been obtained or the exercise thereof is not permitted under applicable law.

         (d) The Company will take all such action as may be necessary to ensure
that all Preferred Shares delivered upon exercise of Rights shall, at the time
of delivery of the certificates for such Preferred Shares (subject to payment of
the Purchase Price and any applicable transfer taxes), be duly and validly
authorized and issued and fully paid and nonassessable shares.

         (e) The Company 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 Preferred Shares upon the
exercise of Rights. The Company shall not, however, be required to pay any
transfer tax which may be payable in respect of any transfer or delivery of
Right Certificates to a Person other than, or the issuance or delivery of
certificates or depositary receipts for the Preferred 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 Preferred 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 Company's reasonable satisfaction that no such tax is due.

         Section 10. Preferred Shares Record Date. Each Person in whose name any
certificate for Preferred Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Preferred
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 transfer books of the Company for the Preferred Shares are closed,
such Person shall be deemed to have become the record holder of such shares on,
and such certificate shall be dated, the next succeeding Business Day on which
such transfer books 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 Preferred Shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

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

                  (a)(i) In the event the Company shall at any time after the
         date of this Agreement (A) declare a dividend on the Preferred Shares
         payable in Preferred

                                       9
<PAGE>

         Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the
         outstanding Preferred Shares into a smaller number of Preferred Shares
         or (D) issue any shares of its capital stock in a reclassification of
         the Preferred Shares (including any such reclassification in connection
         with a consolidation or merger in which the Company is the continuing
         or surviving corporation), except as otherwise provided in this Section
         11(a), 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
         to which a Right applies on such date, shall be proportionately
         adjusted 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 Preferred Shares transfer books of
         the Company were open, such holder would have owned upon such exercise
         and been entitled to receive by virtue of such dividend, subdivision,
         combination or reclassification; provided, however, that in no event
         shall the consideration to be paid upon the exercise of one Right be
         less than the aggregate par value of the shares of capital stock of the
         Company issuable upon exercise of one Right. If an event occurs which
         would require an adjustment under both Section 11(a)(i) and Section
         11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall
         be in addition to, and shall be made prior to, any adjustment required
         pursuant to Section 11(a)(ii).

                  (ii) Subject to Section 24 of this Agreement, in the event any
         Person becomes an Acquiring Person, unless the event by which such
         Person became an Acquiring Person is a transaction described in Section
         13(a), each holder of a Right shall thereafter have a right to receive,
         upon exercise thereof at a price equal to the then current Purchase
         Price multiplied by the number of one one-hundredths of a Preferred
         Share for which a Right is then exercisable, in accordance with the
         terms of this Agreement and in lieu of Preferred Shares, such number of
         Common Shares of the Company as shall equal the result obtained by (x)
         multiplying the then current Purchase Price by the number of one
         one-hundredths of a Preferred Share for which a Right is then
         exercisable and dividing that product by (y) 50% of the then current
         per share market price of the Company's Common Shares (determined
         pursuant to Section 11(d)) on the date that such Person becomes an
         Acquiring Person. In the event that any Person shall become an
         Acquiring Person and the Rights shall then be outstanding, the Company
         shall not take any action that would eliminate or diminish the benefits
         intended to be afforded by the Rights other than as provided in the
         next paragraph.

                  From and after the date that such Person becomes an Acquiring
         Person, any Rights that are or were acquired or beneficially owned by
         any Acquiring Person (or any Associate or Affiliate of such Acquiring
         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 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 whose
         Rights would be void pursuant to the preceding sentence or any
         Associate or Affiliate thereof or to any nominee of such Acquiring
         Person, Associate or Affiliate; and any Right Certificate delivered to
         the Rights Agent for transfer to an Acquiring Person whose Rights would
         be void pursuant to the preceding sentence shall be canceled.

                                       10
<PAGE>

                  (iii) In the event that there shall not be sufficient Common
         Shares issued but not outstanding or authorized but unissued to permit
         the exercise in full of the Rights in accordance with the foregoing
         subparagraph (ii), the Company shall take all such action as may be
         necessary to authorize additional Common Shares for issuance upon
         exercise of the Rights. In the event the Company shall, after good
         faith effort, be unable to take all such action as may be necessary to
         authorize such additional Common Shares, the Company shall substitute,
         for each Common Share that would otherwise be issuable upon exercise of
         a Right, a number of Preferred Shares or fraction thereof such that the
         current per share market price of one Preferred Share multiplied by
         such number or fraction is equal to the current per share market price
         of one Common Share as of the date of issuance of such Preferred Shares
         or fraction thereof.

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

                  (c) In case the Company shall fix a record date for the making
         of a distribution to all holders of the Preferred Shares (including any
         such distribution made in connection with a consolidation or merger in
         which the Company is the continuing or

                                       11
<PAGE>

         surviving corporation) of evidences of indebtedness or assets (other
         than a regular quarterly cash dividend or a dividend payable in
         Preferred Shares) or subscription rights or warrants (excluding those
         referred to in Section 11(b)), 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 Preferred Shares on such record date, less the fair market value
         (as determined in good faith by the Board of Directors of the Company,
         whose determination shall be described in a statement filed with the
         Rights Agent) of the portion of the assets or evidences of indebtedness
         so to be distributed or of such subscription rights or warrants
         applicable to one Preferred Share, and the denominator of which shall
         be such current per share market price of the Preferred Shares;
         provided, however, that in no event shall the consideration to be paid
         upon the exercise of one Right be less than the aggregate par value of
         the shares of capital stock of the Company 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 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 or
         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 after such
         ex-dividend or record date. 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 sale price on the Nasdaq National Market
         or such other system then in use, or, if on any such date the Security
         is not quoted on the Nasdaq National Market, the average of the closing
         bid and asked prices as furnished by a professional market maker making
         a market in the Security selected by the Board of Directors of the
         Company. If on any such day no market maker is making a market in the
         Common Shares, the fair value of such share on such day as determined
         in good faith by the Board of Directors of the Company shall be used in
         lieu of the closing price for such day. The term "Trading Day" shall
         mean a day on which the principal national securities exchange on which
         the

                                       12
<PAGE>

         Security is listed or admitted to trading or the Nasdaq National
         Market, as applicable, is open for the transaction of business or, if
         the Security is not listed or admitted to trading on any national
         securities exchange or the Nasdaq National Market, a Business Day.

                  (ii) For the purpose of any computation hereunder, the
         "current per share market price" of the Preferred Shares shall be
         determined in accordance with the method set forth in Section 11(d)(i).
         If the Preferred Shares are not publicly traded, the "current per share
         market price" of the Preferred Shares shall be conclusively deemed to
         be the current per share market price of the Common Shares as
         determined pursuant to Section 11(d)(i) (appropriately adjusted to
         reflect any stock split, stock dividend or similar transaction
         occurring after the date hereof), multiplied by one hundred. If neither
         the Common Shares nor the Preferred Shares are publicly held or so
         listed or traded, "current per share market price" of the Preferred
         Shares shall mean the fair value per share as determined in good faith
         by the Board of Directors of the Company, whose determination shall be
         described in a statement filed with the Rights Agent.

                  (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 one-millionth of a Preferred 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) and 13(a), the holder of any Right thereafter exercised shall
         become entitled to receive any shares of capital stock of the Company
         other than Preferred 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 Preferred Shares
         contained in Section 11(a) through (c), inclusive, and the provisions
         of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares
         shall apply on like terms to any such other shares.

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

                  (h) Unless the Company shall have exercised its election as
         provided in Section 11(i), subject to the provisions of Sections 11(a)
         and 13, upon each adjustment of the Purchase Price as a result of the
         calculations made in Sections 11(b) and (c), each Right outstanding
         immediately prior to the making of such adjustment shall thereafter
         evidence the right to purchase, at the adjusted Purchase Price, that
         number of one one-

                                       13
<PAGE>

         hundredths of a Preferred Share (calculated to the nearest one
         one-millionth of a Preferred Share) obtained by (i) multiplying (x) the
         number of one one-hundredths of a Preferred Share covered by a Right
         immediately prior to this adjustment by (y) the Purchase Price in
         effect immediately prior to such adjustment of the Purchase Price and
         (ii) dividing the product so obtained by the Purchase Price in effect
         immediately after such adjustment of the Purchase Price.

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

                  (j) Irrespective of any adjustment or change in the Purchase
         Price or the number of one one-hundredths of a Preferred Share issuable
         upon the exercise of the Rights, the Right Certificates theretofore and
         thereafter issued may continue to express the Purchase Price and the
         number of one one-hundredths of a Preferred Share 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 one one-hundredth of the then par
         value, if any, of the Preferred Shares issuable upon exercise of the
         Rights, the Company shall take any corporate action which may, in the
         opinion of its counsel, be necessary in order that the Company may
         validly and legally issue fully paid and nonassessable Preferred Shares
         at such adjusted Purchase Price.

                                       14
<PAGE>

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

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

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

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

                                       15
<PAGE>

                  (p) Anything in this Agreement or the Rights to the contrary
         notwithstanding, in the event that at any time after the date of this
         Agreement and prior to the Distribution Date, the Company 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 (i) the Purchase Price for each one
         one-hundredths of a Preferred Share purchasable after such event upon
         proper exercise of each Right shall be determined by multiplying the
         Purchase Price for each one one-hundredths of a Preferred Share 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
         (ii) 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(p) shall
         be made successively whenever such a dividend is declared or paid or
         such a subdivision, combination or consolidation is effected. If an
         event occurs which would require an adjustment under Section 11(a)(ii)
         and this Section 11(p), the adjustments provided for in this Section
         11(p) shall be in addition and prior to any adjustment required
         pursuant to Section 11(a)(ii).

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Sections 11 and 13, the Company
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 or the Preferred
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.

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

         (a) In the event, directly or indirectly, at any time after there is an
Acquiring Person,

                  (w) the Company shall consolidate with, or merge with and
         into, any other Person and the Company shall not be the continuing or
         surviving corporation of such consolidation or merger,

                  (x) any Person shall consolidate with, or merge with and into,
         the Company, the Company shall be the continuing or surviving
         corporation of such consolidation or merger and, in connection with
         such consolidation or merger, all or part of the Common Shares shall be
         changed into or exchanged for stock or other securities of any other
         Person (or the Company) or cash or any other property,

                  (y) the Company shall effect a statutory share exchange with
         the outstanding Common Shares of the Company being exchanged for stock
         or other securities of any other Person, cash or property, or

                                       16
<PAGE>

                  (z) the Company 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 aggregating 50% or more of
         the assets or earning power of the Company and its Subsidiaries (taken
         as a whole) to any other Person other than the Company or one or more
         of its wholly owned Subsidiaries,

then, and in each such case, except as contemplated by Section 13(e), proper
provision shall be made so that (i) each holder of a Right (except as otherwise
provided in this Agreement) shall thereafter have the right to receive, upon the
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one one-hundredths of a Preferred Share for which a Right is
then exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of validly authorized and issued, fully paid,
nonassessable and freely tradeable Common Shares of the Principal Party, not
subject to any liens, encumbrances, rights of first refusal or adverse claims,
as shall be equal to the result obtained by (x) multiplying the then current
Purchase Price by the number of one one-hundredths of a Preferred Share for
which a Right is, immediately prior to such consolidation, merger, statutory
share exchange, sale or transfer, exercisable and (y) dividing that product by
50% of the current per share market price of the Common Shares of such Principal
Party (determined pursuant to Section 11(d)) on the date of consummation of such
consolidation, merger, statutory share exchange, sale or transfer; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such merger, consolidation, statutory share exchange, sale or transfer, all the
obligations and duties of the Company pursuant to this Agreement; (iii) the term
"Company" shall thereafter be deemed to refer to such Principal Party; and (iv)
such Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares to permit the exercise
of all outstanding Rights) in connection with the consummation of any such
transaction as may be necessary to assure that the provisions of this Agreement
shall thereafter be applicable, as nearly as reasonably may be, in relation to
its Common Shares thereafter deliverable upon the exercise of the Rights.

         (b) "Principal Party" shall mean:

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

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

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

                                       17
<PAGE>

registered, "Principal Party" shall refer to whichever of such Persons is the
issuer of the Common Shares having the greatest aggregate market value.

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

                  (i) prepare and file a registration statement under the Act,
         with respect to the Rights and the securities purchasable upon exercise
         of the Rights, on an appropriate form, and 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 (1) the date as of which the Rights are no longer
         exercisable for such securities or (2) the Final Expiration Date;

                  (ii) 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; and

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

         (d) The Company 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
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights. Without limiting the generality of the preceding
sentence, in case the Principal Party which is to be a party to a transaction of
the kind referred to in this Section 13 has a provision in any of its authorized
securities or in its certificate of incorporation or bylaws or other instrument
governing its corporate affairs, which provision would have the effect of (i)
causing such Principal Party to issue, in connection with, or as a consequence
of, the consummation of a transaction of the kind referred to in this Section
13, Common Shares of such Principal Party at less than the then current per
share market price (determined pursuant to Section 11(d)) or securities
exercisable for or convertible into Common Shares of such Principal Party at
less than such then current market price (other than to holders of Rights
pursuant to this Section 13) or (ii) providing for any special payment, tax or
similar provisions in connection with the issuance of Common Shares of such
Principal Party pursuant to the provisions of Section 13, then, in such event,
the Company shall not consummate any such transaction unless prior thereto the
provision in question of such Principal Party shall have been canceled, waived
or amended so as to avoid any of the effects referred to in clauses (i) and (ii)
of this paragraph, or the authorized securities shall have been redeemed, so
that the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction.

                                       18
<PAGE>

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

         (f) The provisions of this Section 13 shall similarly apply to
successive mergers, consolidations, statutory share exchanges or sale or other
transfers.

         Section 14. Fractional Rights and Fractional Shares.

         (a) The Company 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 determined in accordance with Section 11(d)(i).

         (b) The Company shall not be required to issue fractions of Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts
pursuant to an appropriate agreement between the Company and a depositary
selected by it; provided, however, that if the Company issues depositary
receipts pursuant to any such agreement, such agreement shall provide that the
holders of such depositary receipts shall have all the rights, privileges and
preferences to which they are entitled as beneficial owners of the Preferred
Shares represented by such depositary receipts. In lieu of fractional Preferred
Shares that are not integral multiples of one one-hundredth of a Preferred
Share, the Company shall pay to the registered holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of one Preferred Share. For the
purposes of this Section 14(b), the current market value of a Preferred Share
shall be the closing price of a Preferred Share (as determined pursuant to
Section 11(d)) 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 such holder's right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).

                                       19
<PAGE>

         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, 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 such holder's own behalf and
for such holder's own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder's right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the obligations of
any Person subject to, this Agreement.

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

                  (a) prior to the Distribution Date, the Rights will be
         transferable only 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 Company and the Rights Agent may deem and treat the
         Person in whose name the Right Certificate (or, prior to the
         Distribution Date, the associated Common 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 Company or the Rights Agent) for all purposes
         whatsoever, and neither the Company nor the Rights Agent shall be
         affected by any notice to the contrary.

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

                                       20
<PAGE>

         Section 18. Concerning the Rights Agent.

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

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

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

         (a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
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 to this Agreement, provided that such corporation would be
eligible for appointment as a successor Rights Agent under the provisions of
Section 21. 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.

         (b) 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

                                       21
<PAGE>

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 Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

                  (a) The Rights Agent may consult with legal counsel (who may
         be legal counsel for the Company), and the opinion of such counsel
         shall be full and complete authorization and protection to the Rights
         Agent as to any action taken or omitted by it in good faith and in
         accordance 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 Company prior to
         taking or suffering any action hereunder, such fact or matter (unless
         other evidence in respect thereof be herein specifically prescribed)
         may be deemed to be conclusively proved and established by a
         certificate signed by any one of the Chairperson of the Board, the
         President, any Vice President, the Treasurer or the Secretary of the
         Company and delivered to the Rights Agent; and such certificate shall
         be full authorization to the Rights Agent for any action taken or
         suffered in good faith by it under the provisions of this Agreement in
         reliance upon such certificate.

                  (c) The Rights Agent shall be liable hereunder to the Company
         and any other Person only for its own gross negligence, bad faith or
         willful misconduct.

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

                  (e) The Rights Agent shall not be under any responsibility in
         respect of the validity of this Agreement or the execution and delivery
         of this Agreement (except the due execution of this Agreement by the
         Rights Agent) or in respect of the validity or execution of any Right
         Certificate (except its countersignature thereof); nor shall it be
         responsible for any breach by the Company of any covenant or condition
         contained in this Agreement or in any Right Certificate; nor shall it
         be responsible for any change in the exercisability of the Rights
         (including the Rights becoming void pursuant to Section 11(a)(ii)) or
         any adjustment in the terms of the Rights (including the manner, method
         or amount thereof) provided for in Section 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 receipt of actual notice from the
         Company stating that a change or adjustment is required and specifying
         the manner and amount thereof); nor shall it by any act hereunder be
         deemed to make any representation or warranty as to the authorization
         or reservation of any Preferred Shares to be issued pursuant to this
         Agreement or any Right Certificate or as to whether any Preferred
         Shares will, when issued, be validly authorized and issued, fully paid
         and nonassessable.

                                       22
<PAGE>

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

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

                  (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 Company or become pecuniarily interested in
         any transaction in which the Company may be interested, or contract
         with or lend money to the Company or otherwise act as fully and freely
         as though it were not Rights Agent under this Agreement. Nothing herein
         shall preclude the Rights Agent from acting in any other capacity for
         the Company or for any other legal entity.

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

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

         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 Company and to each transfer agent
of the Common Shares and Preferred Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 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 and Preferred Shares by
registered or certified mail. If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 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 such holder's Right Certificate for
inspection by the Company), then the registered holder of any Right

                                       23
<PAGE>

Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a corporation organized and doing
business under the laws of the United States or of the State of New York (or of
any other state of the United States so long as such corporation is authorized
to do business as a banking institution in the State of Wisconsin or New York),
in good standing, having an office in the State of Wisconsin or New York, which
is authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has or is a subsidiary of a corporation which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $100 million, or (b) an affiliate of a corporation described in clause (a)
of this sentence. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Shares and Preferred Shares. 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 Company
may, at its option, issue new Right Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Common Shares after the Distribution Date, the
Company shall, with respect to Common Shares issued upon the exercise,
conversion or exchange of securities hereinafter issued by the Company and
outstanding on the Distribution Date, issue Right Certificates representing the
appropriate number of rights in connection with such issuance; provided,
however, that (i) no such Right Certificate shall be issued if, and to the
extent that, the Company shall be advised by counsel that such issuance would
create a significant risk of material adverse tax consequences to the Company or
the Person to whom such Right Certificate would be issued, and (ii) no such
Right Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

         Section 23. Redemption.

         (a) The Board of Directors of the Company may, at its option, at any
time prior to the Close of Business on the tenth day after the Shares
Acquisition Date, redeem all but not less than all of the then outstanding
Rights at a redemption price of $0.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of this Agreement (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 and on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.

                                       24
<PAGE>

         (b) Immediately upon the action of the Board of Directors of the
Company 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 Company 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 ten days after such action of the Board of Directors ordering
the redemption of the Rights, the Company 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 Company 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, and 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 Company may, at its option, at any
time after the Close of Business on the tenth day after the Shares Acquisition
Date, exchange all or part of the then outstanding and exercisable Rights (which
shall not include Rights that have become void pursuant to the provisions of
Section 11(a)(ii)) for Common Shares at an exchange ratio of one Common Share
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date of this Agreement (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 an Exempt Person) together
with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Common Shares then outstanding.

         (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (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
Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein 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 outstanding and exercisable Rights (other than Rights which have become void
pursuant to the provisions of Section 11(a)(ii)) held by each holder of Rights.

                                       25
<PAGE>

         (c) In the event that there shall not be sufficient Common Shares
issued but not outstanding or authorized but unissued and unreserved to permit
any exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
Common Shares for issuance upon exchange of the Rights. In the event the Company
shall, after good faith effort, be unable to take all such action as may be
necessary to authorize such additional Common Shares, the Company shall
substitute, for each Common Share that would otherwise be issuable upon exchange
of a Right, a number of Preferred Shares or fraction thereof such that the
current per share market price of one Preferred Share multiplied by such number
or fraction is equal to the current per share market price of one Common Share
as of the date of issuance of such Preferred Shares or fraction thereof.

         (d) The Company 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 Company 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 (d), the current market value of a whole Common Share shall be the
closing price of a Common Share (as determined pursuant to the second sentence
of Section 11(d)(i)) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.

         Section 25. Notice of Certain Events.

         (a) In case the Company shall propose at any time after the
Distribution Date (i) to pay any dividend payable in stock of any class to the
holders of its Preferred Shares or to make any other distribution to the holders
of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to
offer to the holders of its Preferred Shares rights or warrants to subscribe for
or to purchase any additional Preferred Shares or shares of stock of any class
or any other securities, rights or options, (iii) to effect any reclassification
of its Preferred Shares (other than a reclassification involving only the
subdivision of outstanding Preferred Shares), (iv) to effect any consolidation
or merger into or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one or
more transactions, of 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect any
statutory share exchange with the outstanding Common Shares of the Company being
exchanged for stock or other securities of any other corporation or cash or
other property, (vi) to effect the liquidation, dissolution or winding up of the
Company or (vii) to declare or pay any dividend on the Common Shares payable in
Common Shares or to effect a subdivision, combination or consolidation of the
Common Shares (by reclassification or otherwise than by payment of dividends in
Common Shares), then, in each such case, the Company shall give to each holder
of a Right Certificate, in accordance with Section 26, 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 and/or Preferred Shares, if any such date is
to be fixed, and such notice shall be so given in the case of any action covered
by clause (i) or (ii) of this paragraph at least ten days prior to the record
date for determining holders of the Preferred Shares for purposes of such
action, and in the case of any such other

                                       26
<PAGE>

action, at least ten days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of the Common Shares
and/or Preferred Shares, whichever shall be the earlier.

         (b) In case the event set forth in Section 11(a)(ii) shall occur, then
the Company shall as soon as practicable thereafter give to each holder of a
Right Certificate, in accordance with Section 26, 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).

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

                                    Pemstar, Inc.
                                    3535 Technology Drive N.W.
                                    Rochester, Minnesota 55901
                                    Attn: Chief Financial Officer

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

                                    Wells Fargo Bank Minnesota, N.A.
                                    161 North Concord Exchange Street
                                    South St. Paul, MN  55075
                                    Attn: Shareowner Relations Department

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

         Section 27. Supplements and Amendments. The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Right Certificates in order (i) to extend the Final Expiration Date or, provided
that at the time of such amendment no Person has become an Acquiring Person, the
period during which the Rights may be redeemed, (ii) to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions of this Agreement, (iii) prior to the
time that any Person becomes an Acquiring Person, to otherwise change or
supplement any provision in this Agreement in any manner which the Company may
deem necessary or desirable, or (iv) subject to clause (i) of this Section 27,
from and after the time that any Person becomes an Acquiring Person, to
otherwise change or supplement any provision in this Agreement in any manner
which the Company may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Right Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person).

                                       27
<PAGE>

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

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

                                       28
<PAGE>

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

                                        PEMSTAR INC.



                                        By:    /s/ William J. Kullback
                                               --------------------------------
                                        Name:  William J. Kullback
                                               --------------------------------
                                        Title: Vice President and Chief
                                               Financial Officer
                                               --------------------------------

                                        WELLS FARGO BANK MINNESOTA, N.A.


                                        By:    /s/ Susan J. Roeder
                                               --------------------------------
                                        Name:  Susan J. Roeder
                                               --------------------------------

                                       29
<PAGE>

                                                                       Exhibit A
                                                                       ---------


                           CERTIFICATE OF DESIGNATIONS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                                  PEMSTAR, INC.


         The undersigned hereby certifies that the Board of Directors of Pemstar
Inc. (the "Corporation"), a corporation organized and existing under the
Minnesota Business Corporation Act, duly adopted the following resolution on May
9, 2000:

         RESOLVED, that a series of preferred stock of the Corporation is hereby
created, and the designation and amount thereof and the relative rights and
preferences of the shares of such series, are as follows:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Preferred
Shares") and the number of shares constituting the Preferred Shares shall be
1/100th of authorized common. Such number of shares may be increased or
decreased by resolution of the Board of Directors and any necessary stockholder
approval; provided, however, that no decrease shall reduce the number of shares
of Preferred Shares to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Preferred Shares.

         Section 2. Dividends and Distributions.

         (a) Subject to the rights of the holders of any shares of any series of
preferred stock (or any similar stock) ranking prior and superior to the
Preferred Shares with respect to dividends, the holders of Preferred Shares, in
preference to the holders of Common Stock, par value $.01 (the "Common Stock"),
of the Corporation, and of any other junior stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Preferred Shares, in an amount per share (rounded to the
nearest cent) equal to the greater of (i) $85.00 or (ii) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Preferred Shares. In the event
the Corporation shall at any time after the business day prior to the Company's
initial public offering ("Record Date"), declare or pay any

                                      A-1
<PAGE>

dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which holders of
shares of Preferred Shares were entitled immediately prior to such event under
clause (ii) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         (b) The Corporation shall declare a dividend or distribution on the
Preferred Shares as provided in paragraph (a) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
Common Stock); provided that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $85.00 per share on the Preferred Shares shall nevertheless be
payable, out of funds legally available for such purpose, on such subsequent
Quarterly Dividend Payment Date.

         (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Preferred Shares from their date of issue. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Preferred
Shares in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of Preferred
Shares entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.

         Section 3. Voting Rights.

         (a) Subject to the provision for adjustment hereinafter set forth, each
Preferred Share shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the stockholders of the Corporation. In the event the
Corporation shall at any time after the Record Date, declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the number of votes per share to which
holders of shares of Preferred Shares were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         (b) Except as otherwise provided herein or by law, the holders of
Preferred Shares and the holders of Common Stock and any other capital stock of
the Corporation having general voting rights shall vote together as one class on
all matters submitted to a vote of stockholders of the Corporation.

                                      A-2
<PAGE>

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

         Section 4. Certain Restrictions.

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

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

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

                  (iii) redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the
         Preferred Shares; provided, however, that the Corporation may at any
         time redeem, purchase or otherwise acquire shares of any such junior
         stock in exchange for shares of any stock of the Corporation ranking
         junior (either as to dividends or upon dissolution, liquidation or
         winding up) to the Preferred Shares; or

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

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

         Section 5. Reacquired Shares. Any Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock and
may be reissued as part of a new series of preferred stock subject to the
conditions and restrictions on issuance set forth herein, in the Certificate of
Incorporation, or

                                      A-3
<PAGE>

in any other certificate of designation creating a series of preferred stock or
any similar stock or as otherwise required by law.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Preferred
Shares unless, prior thereto, the holders of Preferred Shares shall have
received the greater of (i) $85.00 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of Common Stock, or (2) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Preferred Shares, except
distributions made ratably on the Preferred Shares and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
Corporation shall at any time after the Record Date declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of
shares of Preferred Shares were entitled immediately prior to such event under
clause (1)(ii) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Preferred Shares shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Record Date declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Preferred Shares
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         Section 8. No Redemption. The Preferred Shares shall not be redeemable.

         Section 9. Rank. The Preferred Shares shall rank, with respect to the
payment of dividends and the distribution of assets, junior to any other class
of the Corporation's Preferred Stock.

                                      A-4
<PAGE>

         Section 10. Fractional Shares. Preferred Shares may be issued in
fractions of a share which are integral multiples of one one-hundredth of a
share which shall entitle the holder, in proportion to such holder's fractional
shares, to receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Preferred Shares.

         Section 11. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or rights of the Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Preferred Shares, voting together as a
single class.

         IN WITNESS WHEREOF, I have subscribed my name this 11th day of August,
2000.

                                     PEMSTAR INC.



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

















                                      A-5
<PAGE>

                                                                       Exhibit B
                                                                       ---------


                           FORM OF RIGHT CERTIFICATES


Certificate No. R-___      ____________ Rights

NOT EXERCISABLE AFTER MAY 1, 2010 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT (SUBJECT TO ADJUSTMENT)
AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY A
PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND
SUBSEQUENT HOLDERS OF SUCH RIGHTS MAY BECOME NULL AND VOID.

                                RIGHT CERTIFICATE

                                  PEMSTAR INC.


         This certifies that ________________________ , or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of ____, 2000, (the "Rights Agreement"), between
Pemstar, Inc., a Minnesota corporation (the "Company"), and Wells Fargo Bank
Minnesota, N.A. (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M., on _______, 2010, at the office or offices of the Rights
Agent designated for such purpose, or of its successor as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Shares"), of the Company, at a purchase price of $85.00 (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 one one-hundredths of a Preferred Share 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 the [insert appropriate
date], based on the Preferred Shares as constituted at such date. As provided in
the Rights Agreement, the Purchase Price and the number of one one-hundredths of
a Preferred Share 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
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal executive office of the
Company and the office or offices

                                      B-1
<PAGE>

of the Rights Agent and will be mailed without charge by the Company or the
Rights Agent to the holder of this certificate promptly following receipt by the
Company or the Rights Agent of a written request therefor.

         From and after the date that any Person becomes an Acquiring Person,
any Rights that are or were acquired or beneficially owned by any Acquiring
Person (or any Associate or Affiliate of such Acquiring Person) (as such terms
are defined in the Rights Agreement) shall be void and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Agreement.

         This Right Certificate, with or without other Right Certificates, upon
surrender at the office or offices of the Rights Agent designated for such
purpose, 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 Preferred 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.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this certificate (i) may, but are not required to, be redeemed by the Company
at a redemption price of $0.01 per Right, subject to adjustment as provided in
the Rights Agreement, and (ii) may, but are not required to, be exchanged by the
Company in whole or in part for Common Shares.

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

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

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



                                      B-2
<PAGE>

         WITNESS the manual or facsimile signature of the proper officer of the
Company.

Dated:  ______________

                                     PEMSTAR INC.



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


Countersigned for purposes
of authentication only:

By:

--------------------------------
     Authorized Signature














                                      B-3
<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 ________________________ (print name of transferee)
___________________________ (print address of transferee) this Right
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint _____________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.

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

Dated:  ____________________

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


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


         The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.










                                      B-4
<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:      PEMSTAR INC.

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

Please insert social security
number, taxpayer identification
number 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,
taxpayer identification
or other identifying number:                ----------------------------------

                         (Please print name and address)


Dated: __________________

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


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


         The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.





                                      B-5