OUTBOARD MARINE CORP
8-A12B, 1996-06-14
ENGINES & TURBINES
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<PAGE>            1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   _________

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                          OUTBOARD MARINE CORPORATION
                          ---------------------------
            (Exact name of registrant as specified in its charter)

                    Delaware                    36-1589715
                    --------                    ----------
           (State of incorporation or         (IRS Employer
                   organization)              Identification No.)

             100 Sea-Horse Drive, Waukegan, Illinois        60085
             ---------------------------------------        -----
            (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code:  847-689-6200

           Securities to be registered pursuant to Section 12(b) of
           the Act:

                                       Name of each exchange on
              Title of each class      which each class is to be
              to be so registered              registered
              -------------------      -------------------------
                Preferred Stock         New York Stock Exchange
                Purchase Rights         Chicago Stock Exchange


           Securities to be registered pursuant to Section 12(g) of
           the Act:

                                     None
           --------------------------------------------------------
                               (Title of Class)

                                    -1-

<PAGE>            2

    Item 1.  Description of Registrant's Securities to be Registered
             -------------------------------------------------------

         On April 24, 1996, the Board of Directors of Outboard Marine
    Corporation, a Delaware corporation (the "Company"), declared a dividend
    of one right (a "Right") for each outstanding share of Common Stock, $0.15
    par value, of the Company (the "Common Stock").  The dividend is payable
    on June 23, 1996 (the "Record Date") to stockholders of record at the
    close of business on the Record Date.  The Board of Directors of the
    Company also authorized the issuance of one Right for each share of Common
    Stock issued after the Record Date and prior to the earliest of the
    Distribution Date (as defined below), the redemption of the Rights and the
    expiration of the Rights.  Except as set forth below and subject to
    adjustment as provided in the Rights Agreement (as defined below), each
    Right entitles the registered holder to purchase from the Company one
    one-thousandth of a share of Series A Junior Participating Preferred Stock
    (the "Preferred Stock") of the Company, at an exercise price of $115.00
    per Right (the "Purchase Price").  The description and terms of the Rights
    are set forth in a Rights Agreement, dated as of April 24, 1996 (the
    "Rights Agreement"), between the Company and First Chicago Trust Company
    of New York, as Rights Agent (the "Rights Agent").

         Upon payment of the dividend on June 23, 1996, the Rights will attach
    to all Common Stock certificates representing shares outstanding, and no
    separate Rights Certificates (as defined below) will be distributed.  The
    Rights will separate from the Common Stock upon the earlier of (i) the
    close of business on the tenth day after the date of public disclosure
    that a person or group (an "Acquiring Person"), together with persons
    affiliated or associated with it, has acquired, or obtained the right to
    acquire, beneficial ownership of 15% or more of the outstanding Common
    Stock (the "Stock Acquisition Date") and (ii) the close of business on the
    tenth business day (as such date may be extended by the Board of Directors
    of the Company) after the first date of the commencement or disclosure of
    an intention to commence a tender offer or exchange offer by a person and
    certain related entities if, upon consummation of the offer, such person
    or group, together with persons affiliated or associated with it, could
    acquire beneficial ownership of 15% or more of the outstanding Common
    Stock (the earlier of such dates being called the "Distribution Date").
    Until the Distribution Date (or earlier redemption or expiration of the
    Rights), the Rights will be transferable with and only with the Common
    Stock (except in connection with redemption of the Rights).  Until the
    Distribution Date (or earlier redemption or expiration of the Rights), new
    Common Stock certificates issued after the Record Date upon transfer,
    replacement or new issuance of Common Stock will contain a notation
    incorporating the Rights Agreement by reference.  Until the Distribution
    Date (or earlier redemption or expiration of the Rights), the surrender
    for transfer of any certificates for Common Stock will also constitute the
    transfer of the Rights associated with the Common Stock represented by
    such certificate.

         As soon as practicable following the Distribution Date, separate
    certificates evidencing the Rights ("Rights Certificates") will be mailed
    to holders of record of the Common Stock as of the close of business on
    the Distribution Date.  From and after the Distribution Date, such
    separate Rights Certificates alone will evidence the Rights.

         The Rights will first become exercisable on the Distribution Date
    (unless earlier redeemed).  The Rights will expire at the close of
    business on June 23, 2006 (the "Expiration Date"), unless earlier redeemed
    by the Company as described below.

                                    -2-

<PAGE>            3

         The Purchase Price is subject to adjustment from time to time to
    prevent dilution upon the (i) declaration of a dividend on the Preferred
    Stock payable in shares of Preferred Stock, (ii) subdivision of the
    outstanding Preferred Stock, (iii) combination of the outstanding Pre-
    ferred Stock into a smaller number of shares, (iv) issuance of any shares
    of the Company's capital stock in a reclassification of the Preferred
    Stock (including any such reclassification in connection with a
    consolidation or merger in which the Company is the continuing or
    surviving corporation), (v) grant to holders of the Preferred Stock of
    certain rights, options, or warrants to subscribe for Preferred Stock or
    securities convertible into Preferred Stock at less than the current
    market price of the Preferred Stock, or (vi) distribution to holders of
    the Preferred Stock of other evidences of indebtedness, cash (other than a
    regular quarterly cash dividend payable out of the earnings or retained
    earnings of the Company), subscription rights, warrants, or assets (other
    than a dividend payable in Preferred Stock, but including any dividend
    payable in stock other than Preferred Stock).

         If any person shall become an Acquiring Person (except (i) pursuant
    to an offer for all outstanding shares of Common Stock which the
    independent directors determine to be fair to and otherwise in the best
    interest of the Company and its shareholders and (ii) for certain persons
    who report their ownership on Schedule 13G under the Securities Exchange
    Act of 1934, as amended (the "Exchange Act") or on Schedule 13D under the
    Exchange Act, provided that they do not state any intention to, or reserve
    the right to, control or influence the Company and such persons certify
    that they became an Acquiring person inadvertently and they agree that
    they will not acquire any additional shares of the Company's common stock)
    (such event is referred to herein as a "Triggering Event"), then the
    Rights will "flip-in" and entitle each holder of a Right, except as
    provided below, to purchase, upon exercise at the then-current Purchase
    Price, that number of shares of Common Stock having a market value of two
    times such Purchase Price.

         Any Rights beneficially owned at any time on or after the earlier of
    the Distribution Date and the Stock Acquisition Date by an Acquiring
    Person or an affiliate or associate of an Acquiring Person (whether or not
    such ownership is subsequently transferred) will become null and void upon
    the occurrence of a Triggering Event, and any holder of such Rights will
    have no right to exercise such Rights.

         In the event that, following a Triggering Event, the Company is
    acquired in a merger or other business combination in which the Common
    Stock does not remain outstanding or is changed (other than a merger which
    follows an offer described in the second preceding paragraph) or 50% of
    the assets or earning power of the Company and its Subsidiaries (as
    defined in the Rights Agreement)(taken as a whole) is sold or otherwise
    transferred to any person (other than the Company or any Subsidiary of the
    Company) in one transaction or a series of related transactions, the
    Rights will "flip-over" and entitle each holder of a Right to purchase,
    upon the exercise of the Right at the then-current Purchase Price, that
    number of shares of common stock of the acquiring company (or, in certain
    circumstances, one of its affiliates) which at the time of such
    transaction would have a market value of two times such Purchase Price.

         With certain exceptions, no adjustment in the Purchase Price will be
    required until cumulative adjustments require an adjustment of at least 1%
    in such Purchase Price.

                                    -3-

<PAGE>            4

         At any time prior to the earlier of (i) ten days following the Stock
    Acquisition Date, and (ii) the Expiration Date, the Company (under certain
    circumstances, only with the support of the majority of the directors not
    affiliated with an Acquiring Person) may redeem the Rights in whole, but
    not in part, at a price of $.01 per Right, subject to adjustment.  The
    Company may, at its option, pay the redemption price in cash, shares of
    Common Stock (based on the current market price of the Common Stock at the
    time of redemption) or any other form of consideration deemed appropriate
    by the Board of Directors of the Company.  Immediately upon the action of
    the Company's Board of Directors electing to redeem the Rights, the right
    to exercise the Rights will terminate and the only right of the holders of
    Rights thereafter will be to receive the applicable redemption price.

         Until a Right is exercised, the holder thereof, as such, will have no
    rights as a stockholder of the Company, including, without limitation, the
    right to vote or to receive dividends or distributions.

         At any time prior to the Distribution Date, the Company may, without
    the approval of any holder of the Rights, supplement or amend any
    provision of the Rights Agreement.  Thereafter, the Rights Agreement may
    be amended only to cure ambiguities, to correct inconsistent provisions,
    to shorten or lengthen any time period thereunder (under certain
    circumstances, only with the concurrence of the majority of the directors
    unaffiliated with an Acquiring Person) or in ways that do not adversely
    affect the Rights holders.  From and after the Distribution Date, the
    Rights Agreement may not be amended to lengthen (A) a time period relating
    to when the Rights may be redeemed at such time as the Rights are not then
    redeemable, or (B) any other time period unless such lengthening is for
    the purpose of protecting, enhancing or clarifying the rights of, and/or
    the benefits to, the holders of Rights (other than an Acquiring Person).

         The Rights have certain anti-takeover effects.  The Rights may cause
    substantial dilution to a person or group that attempts to acquire the
    Company on terms not approved by the Company's Board of Directors.  The
    Rights should not interfere with any merger or other business combination
    approved by the Company's Board of Directors prior to the time a person or
    group has acquired beneficial ownership of 15% or more of the Common
    Stock, because until such time the Rights may be redeemed by the Company.

         The foregoing summary description of the Rights does not purport to
    be complete and is qualified in its entirety by reference to the Rights
    Agreement, a copy of which is incorporated by reference as Exhibit 4.1 to
    this Registration Statement.  Copies of the Rights Agreement will be
    available free of charge from the Company.

         Pursuant to the requirements of Section 12 of the Securities Exchange
    Act of 1934, the registrant has duly caused this registration statement to
    be signed on its behalf by the undersigned, thereto duly authorized.


                                         OUTBOARD MARINE CORPORATION

    Date: June 14, 1996                  By: HOWARD MALOVANY
          -------------                      ---------------
                                       Name: Howard Malovany
                                      Title: Secretary and Senior Counsel

                                    -4-

<PAGE>            5

                                   EXHIBIT INDEX
                                   -------------

       EXHIBIT                                                       PAGE
       -------                                                       ----


         4.1   Rights Agreement dated as of April 24, 1996 between    6
               Outboard Marine Corporation and First Chicago Trust
               Company of New York, as Rights Agent, which
               includes as Exhibit A the Certificate of
               Designation, Preferences and Rights of the Series A
               Junior Participating Preferred Stock and as Exhibit
               B the form of Rights Certificate (incorporated by
               reference to the Company's Current Report on Form
               10-Q, dated May 15, 1996).


                                    -5-

<PAGE>            6

                                                               EXHIBIT 4.1

                        OUTBOARD MARINE CORPORATION

                                    and

                        FIRST CHICAGO TRUST COMPANY
                                OF NEW YORK

                               Rights Agent


                             Rights Agreement

                        Dated as of April 24, 1996

                             Table of Contents
                             -----------------
      Section
      -------
         1.  Certain Definitions. . . . . . . . . . . . . . .

         2.  Appointment of Rights Agent. . . . . . . . . . .

         3.  Issue of Rights Certificates . . . . . . . . . .

         4.  Form of Rights Certificates. . . . . . . . . . .

         5.  Countersignature and Registration. . . . . . . .

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

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

         8.  Cancellation and Destruction of Rights
             Certificates . . . . . . . .  . . . . . . . . . .

         9.  Reservation and Availability of Capital Stock . .

         10.  Preferred Stock Record Date. . . . . . . . . . .

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

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

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

         14.  Fractional Rights and Fractional Shares. . . . .

         15.  Rights of Action . . . . . . . . . . . . . . . .

         16.  Agreement of Rights Holders. . . . . . . . . . .

         17.  Rights Certificate Holder Not Deemed a
              Stockholder. . . . . . . . . . . . . . . . . . .

                                   -6-

<PAGE>            7

         18.  Concerning the Rights Agent. . . . . . . . . . .

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

         20.  Duties of Rights Agent . . . . . . . . . . . . .

         21.  Change of Rights Agent . . . . . . . . . . . . .

         22.  Issuance of New Rights Certificates. . . . . . .

         23.  Redemption and Termination . . . . . . . . . . .

         24.  Exchange . . . . . . . . . . . . . . . . . . . .

         25.  Notice of Certain Events . . . . . . . . . . . .

         26.  Notices. . . . . . . . . . . . . . . . . . . . .

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

         28.  Successors . . . . . . . . . . . . . . . . . . .

         29.  Determinations and Actions by the Board of
              Directors, etc.. . . . . . . . . . . . . . . . .

         30.  Benefits of This Agreement . . . . . . . . . . .

         31.  Severability . . . . . . . . . . . . . . . . . .

         32.  Governing Law. . . . . . . . . . . . . . . . . .

         33.  Counterparts . . . . . . . . . . . . . . . . . .

         34.  Descriptive Headings . . . . . . . . . . . . . .

      Exhibit A --   Certificate of Designation,
                      Preferences and Rights

      Exhibit B --   Form of Rights Certificate

                                   -7-

<PAGE>            8

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

    RIGHTS AGREEMENT, dated as of April 24, 1996 (the "Agreement"), between
Outboard Marine Corporation, a Delaware corporation (the "Company"), and
First Chicago Trust Company of New York, a New York corporation (the
"Rights Agent").

                            W I T N E S S E T H

    WHEREAS, on April 24, 1996 (the "Rights Dividend Declaration Date"),
the Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each share of common stock, par value $0.15
per share, of the Company (the "Common Stock") outstanding at the close
of business on June 23, 1996 (the "Record Date"), and has authorized the
issuance of one Right (as such number may hereinafter be adjusted pursu-
ant to the provisions of Section 11(p) hereof) for each share of Common
Stock of the Company issued between the Record Date (whether originally
issued or delivered from the Company's treasury) and the Distribution Date,
each Right initially representing the right to purchase one one-thousandth
(1/1000th) of a share of Series A Junior Participating Preferred Stock (the
"Preferred Stock") of the Company having the rights, powers and preferences
set forth in the form of Certificate of Designation, Preferences and Rights
attached hereto as Exhibit A, upon the terms and subject to the conditions
hereinafter set forth (the "Rights");

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

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

    (a) "Acquiring Person" shall mean any Person who or which, together
    with all Affiliates and Associates of such Person, shall be the
    Beneficial Owner of 15% or more of the shares of Common Stock then
    outstanding, but shall not include (i) the Company, (ii) any Subsidiary
    of the Company, (iii) any employee benefit plan of the Company or of
    any Subsidiary of the Company, (iv) any Person or entity organized,
    appointed or established by the Company for or pursuant to the terms of
    any such plan or (v) any such Person who has reported or is required to
    report such ownership (but less than 25%) on Schedule 13G under the
    Exchange Act (or any comparable or successor report) or on Schedule 13D
    under the Exchange Act (or any comparable or successor report) which
    Schedule 13D does not state any intention to or reserve the right to
    control or influence the management or policies of the Company or
    engage in any of the actions specified in Item 4 of such Schedule
    (other than the disposition of the Common Stock) and, within 10
    Business Days of being requested by the Company to advise it regarding
    the same, certifies to the Company that such Person acquired shares of
    Common Stock representing in excess of 14.9% of the outstanding Common
    Stock inadvertently or without knowledge of the terms of the Rights and
    who, together with all Affiliates and Associates, thereafter does not
    acquire additional shares of Common Stock while the Beneficial Owner of
    15% or more of the shares of Common Stock then outstanding; provided,
    however, that if the Person requested to so certify fails to do so
    within 10 Business Days, then such Person shall become an Acquiring
    Person immediately after such 10 Business Day Period.  Notwithstanding
    the foregoing, no Person shall become an "Acquiring Person" solely as
    the result of an acquisition of Common Stock by the Company which, by
    reducing the number of shares outstanding, increases the proportionate
    number of shares beneficially owned by a Person to 15% or more of the
    Common Stock of the Company then outstanding as determined above;
    provided, however, that if a Person becomes the Beneficial Owner of 15%

                                   -8-

<PAGE>            9

    or more of the Common Stock of the Company then outstanding (as
    determined above) solely by reason of purchases of Common Stock by the
    Company and shall, after such purchases by the Company, become the
    Beneficial Owner of any additional shares of Common Stock by any means
    whatsoever, then such Person shall be deemed to be an "Acquiring
    Person."

    (b) "Adverse Person" shall mean any Person declared to be an Adverse
    Person by the Board of Directors upon determination that the criteria
    set forth in Section 11(a)(ii)(B) apply to such Person; provided,
    however, that the Board of Directors shall not declare any Person who
    is the Beneficial Owner of 10% or more of the outstanding Common Stock
    of the Company to be an Adverse Person if such Person has reported or
    is required to report such ownership on Schedule 13G under the Exchange
    Act (or any comparable or successor report) or on Schedule 13D under
    the Exchange Act (or any comparable or successor report) which Schedule
    13D does not state any intention to or reserve the right to control or
    influence the management or policies of the Company or engage in any of
    the actions specified in Item 4 of such Schedule (other than the
    disposition of the Common Stock) so long as such Person neither reports
    nor is required to report such ownership other than as described in
    this paragraph (b).

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

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

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


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

                                   -9-

<PAGE>            10

        arises solely from a revocable proxy given in response to a public
        proxy or consent solicitation made pursuant to, and in accordance
        with, the applicable provisions of the General Rules and
        Regulations under the Exchange Act, and (B) is not also then
        reportable by such Person on Schedule 13D under the Exchange Act
        (or any comparable or successor report); or

        (iii) which are beneficially owned, directly or indirectly, by any
        other Person (or any Affiliate or Associate thereof) with which
        such Person (or any of such Person's Affiliates or Associates) has
        any agreement, arrangement or understanding (whether or not in
        writing), for the purpose of acquiring, holding, voting (except
        pursuant to a revocable proxy as described in the proviso to
        subparagraph (ii) of this paragraph (c)) or disposing of any voting
        securities of the Company;

provided, however, that nothing in this paragraph (c) shall cause a
person engaged in business as an underwriter of securities to be the
"Beneficial Owner" of, or to "beneficially own," any securities acquired
through such person's participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of such
acquisition.


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

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

    (g) "Common Stock" shall mean the common stock, par value $0.15 per
    share, of the Company, except that "Common Stock" when used with
    reference to any Person other than the Company shall mean the capital
    stock of such Person with the greatest voting power, or the equity
    securities or other equity interest having power to control or direct
    the management, of such Person.

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

    (i) "Preferred Stock" shall mean shares of Series A Junior
    Participating Preferred Stock, par value $10.00 per share, of the
    Company, and, to the extent that there are not a sufficient number of
    shares of Series A Junior Participating Preferred Stock authorized to
    permit the full exercise of the Rights, any other series of Preferred
    Stock of the Company designated for such purpose containing terms
    substantially similar to the terms of the Series A Junior Participating
    Preferred Stock.

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

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

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

                                   -10-

<PAGE>            11

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

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

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

Section 3.  Issue of Rights Certificates.

    (a) Until the earliest of (i) the close of business on the tenth day
    after the Stock Acquisition Date (or, if the tenth day after the Stock
    Acquisition Date occurs before the Record Date, the close of business
    on the Record Date), (ii) the close of business on the tenth business
    day (or such later date as the Board shall determine) after the date
    that a tender or exchange offer by any Person (other than the Company,
    any Subsidiary of the Company, any employee benefit plan of the Company
    or of any Subsidiary of the Company, or any Person or entity organized,
    appointed or established by the Company for or pursuant to the terms of
    any such plan) is first published or sent or given within the meaning
    of Rule 14d-2(a) of the General Rules and Regulations under the
    Exchange Act, if upon consummation thereof, such Person would be the
    Beneficial Owner of 15% or more of the shares of Common Stock then
    outstanding or (iii) the close of business on the tenth Business Day
    after the Board of Directors determines, pursuant to the criteria set
    forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse
    Person (the earliest of (i), (ii) and (iii) being herein referred to as
    the "Distribution Date"), (x) the Rights will be evidenced (subject to
    the provisions of paragraph (b) of this Section 3) by the certificates
    for the Common Stock registered in the names of the holders of the
    Common Stock (which certificates for Common Stock shall be deemed also
    to be certificates for Rights) and not by separate certificates, and
    (y) the Rights will be transferable only in connection with the
    transfer of the underlying shares of Common Stock (including a transfer
    to the Company).  As soon as practicable after the Distribution Date,
    the Rights Agent will send by first-class, insured, postage prepaid
    mail, to each record holder of the Common Stock as of the close of
    business on the Distribution Date, at the address of such holder shown
    on the records of the Company, one or more right certificates, in
    substantially the form of Exhibit B hereto (the "Rights Certificates"),
    evidencing one Right for each share of Common Stock so held, subject to
    adjustment as provided herein.  In the event that an adjustment in the
    number of Rights per share of Common Stock has been made pursuant to
    Section 11(p) hereof, at the time of distribution of the Rights
    Certificates, the Company shall make the necessary and appropriate
    rounding adjustments (in accordance with Section 14(a) hereof) so that
    Rights Certificates representing only whole numbers of Rights are
    distributed and cash is paid in lieu of any fractional Rights.  As of
    and after the Distribution Date, the Rights will be evidenced solely by
    such Rights Certificates.

    (b) With respect to certificates for the Common Stock outstanding as of
    the Record Date, until the Distribution Date, the Rights will be
    evidenced by such certificates for the Common Stock and the registered

                                   -11-

<PAGE>            12

    holders of the Common Stock shall also be the registered holders of the
    associated Rights.  Until the earlier of the Distribution Date or the
    Expiration Date (as such term is defined in Section 7 hereof), the
    transfer of any certificates representing shares of Common Stock in
    respect of which Rights have been issued shall also constitute the
    transfer of the Rights associated with such shares of Common Stock.

    (c) Rights shall be issued in respect of all shares of Common Stock
    which are issued (whether originally issued or from the Company's
    treasury) after the Record Date but prior to the earlier of the
    Distribution Date or the Expiration Date or in certain circumstances
    provided in Section 22 hereof, after the Distribution Date.
    Certificates representing such shares of Common Stock shall also be
    deemed to be certificates for Rights, and shall bear the following
    legend:

    This certificate also evidences and entitles the holder hereof to
    certain Rights as set forth in the Rights Agreement between Outboard
    Marine Corporation (the "Company") and First Chicago Trust Company of
    New York (the "Rights Agent") dated as of April 24, 1996, as amended
    from time to time (the "Rights Agreement"), the terms of which are
    hereby incorporated herein by reference and a copy of which is on file
    at the principal offices of the Company.  Under certain circumstances,
    as set forth in the Rights Agreement, such Rights will be evidenced by
    separate certificates and will no longer be evidenced by this
    certificate.  The Company will mail to the holder of this certificate a
    copy of the Rights Agreement, as in effect on the date of mailing,
    without charge promptly after receipt of a written request therefor.
    Under certain circumstances set forth in the Rights Agreement, Rights
    issued to, or held by, any Person who is, was or becomes an Acquiring
    Person or an Adverse Person or any Affiliate or Associate thereof (as
    such terms are defined in the Rights Agreement), whether currently held
    by or on behalf of such Person or by any subsequent holder, may
    become null and void.

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

Section 4.  Form of Rights Certificates.

    (a) The Rights Certificates (and the forms of election to purchase and
    of assignment to be printed on the reverse thereof) shall each be
    substantially in the form set forth in Exhibit B hereto and may have
    such marks of identification or designation and such legends, summaries
    or endorsements printed thereon as the Company may deem appropriate and
    as are not inconsistent with the provisions of this Agreement, or as
    may be required to comply with any applicable law or with any rule or
    regulation made pursuant thereto or with any rule or regulation of any
    stock exchange on which the Rights may from time to time be listed, or
    to conform to usage.  Subject to the provisions of Section 11 and
    Section 22 hereof, the Rights Certificates, whenever distributed, shall
    be dated as of the Record Date and on their face shall entitle the
    holders thereof to purchase such number of one one-thousandths
    (1/1000ths) of a share of Preferred Stock as shall be set forth therein
    at the price set forth therein (such exercise price per one
    one-thousandth (1/1000th) of a share, the "Purchase Price"), but the
    amount and type of securities purchasable upon the exercise of each

                                   -12-

<PAGE>            13

    Right and the Purchase Price thereof shall be subject to adjustment as
    provided herein.

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

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

Section 5.  Countersignature and Registration.

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

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

                                   -13-

<PAGE>            14

    number of Rights evidenced on its face by each of the Rights
    Certificates and the date of each of the Rights Certificates.

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

    (a) Subject to the provisions of Section 4(b), Section 7(e) and Section
    14 hereof, at any time after the close of business on the Distribution
    Date, and at or prior to the close of business on the Expiration Date,
    any Rights Certificate or Certificates (other than Rights Certificates
    representing Rights that have been exchanged pursuant to Section 24
    hereof) may be transferred, split up, combined or exchanged for another
    Rights Certificate or Certificates, entitling the registered holder to
    purchase a like number of one one-thousandths (1/1000ths) of a share of
    Preferred Stock (or, following a Triggering Event, Common Stock, other
    securities, cash or other assets, as the case may be) as the Rights
    Certificate or Certificates surrendered then entitled such holder (or
    former holder in the case of a transfer) to purchase.  Any registered
    holder desiring to transfer, split up, combine or exchange any Rights
    Certificate or Certificates shall make such request in writing
    delivered to the Rights Agent, and shall surrender the Rights
    Certificate or Certificates to be transferred, split up, combined or
    exchanged at the principal office or offices of the Rights Agent
    designated for such purpose.  Neither the Rights Agent nor the Company
    shall be obligated to take any action whatsoever with respect to the
    transfer of any such surrendered Rights Certificate until the
    registered holder shall have completed and signed the certificate
    contained in the form of assignment on the reverse side of such Rights
    Certificate and shall have provided such additional evidence of the
    identity of the Beneficial Owner (or former Beneficial Owner) or
    Affiliates or Associates thereof as the Company shall reasonably
    request.  Thereupon the Rights Agent shall, subject to Section 4(b),
    Section 7(e), Section 14 and Section 24 hereof, countersign and deliver
    to the Person entitled thereto a Rights Certificate or Rights
    Certificates, as the case may be, as so requested.  The Company may
    require payment of a sum sufficient to cover any tax or governmental
    charge that may be imposed in connection with any transfer, split up,
    combination or exchange of Rights Certificates.

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

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

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

                                   -14-

<PAGE>            15

    respect to the total number of one one-thousandths (1/1000ths) of a
    share (or other securities, cash or other assets, as the case may be)
    as to which such surrendered Rights are then exercisable, at or prior
    to the earliest of (i) the close of business on June 23, 2006 (the
    "Final Expiration Date"), (ii) the time at which the Rights are
    redeemed as provided in Section 23 hereof or (iii) the time at which
    such Rights are exchanged pursuant to Section 24 hereof (the earliest
    of (i), (ii) and (iii) being herein referred to as the "Expiration
    Date").

    (b) The Purchase Price for each one one-thousandth (1/1000th) of a
    share of Preferred Stock pursuant to the exercise of a Right shall
    initially be $115, and shall be subject to adjustment from time to time
    as provided in Sections 11 and 13(a) hereof and shall be payable in
    accordance with paragraph (c) below.

    (c) Upon receipt of a Rights Certificate representing exercisable
    Rights, with the form of election to purchase and the certificate duly
    executed, accompanied by payment, with respect to each Right so
    exercised, of the Purchase Price per one one-thousandth (1/1000th) of a
    share of Preferred Stock (or other shares, securities, cash or other
    assets, as the case may be) to be purchased as set forth below and an
    amount equal to any applicable transfer tax, the Rights Agent shall,
    subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition
    from any transfer agent of the shares of Preferred Stock (or make
    available, if the Rights Agent is the transfer agent for such shares)
    certificates for the total number of one one-thousandths (1/1000ths) of
    a share of Preferred Stock to be purchased and the Company hereby
    irrevocably authorizes its transfer agent to comply with all such
    requests, or (B) if the Company shall have elected to deposit the total
    number of shares of Preferred Stock issuable upon exercise of the
    Rights hereunder with a depositary agent, requisition from the
    depositary agent depositary receipts representing such number of one
    one-thousandths (1/1000ths) of a share of Preferred Stock as are to be
    purchased (in which case certificates for the shares of Preferred Stock
    represented by such receipts shall be deposited by the transfer agent
    with the depositary agent) and the Company will direct the depositary
    agent to comply with such request, (ii) requisition from the Company
    the amount of cash, if any, to be paid in lieu of fractional shares in
    accordance with Section 14 hereof, (iii) after receipt of such
    certificates or depositary receipts, cause the same to be delivered to
    or upon the order of the registered holder of such Rights Certificate,
    registered in such name or names as may be designated by such holder,
    and (iv) after receipt thereof, deliver such cash, if any, to or upon
    the order of the registered holder of such Rights Certificate.  The
    payment of the Purchase Price (as such amount may be reduced pursuant
    to Section 11(a)(iii) hereof) shall be made in cash or by certified
    bank check or bank draft payable to the order of the Company.  In the
    event that the Company is obligated to issue other securities
    (including Common Stock) of the Company, pay cash and/or distribute
    other property pursuant to Section 11(a) hereof, the Company will make
    all arrangements necessary so that such other securities, cash and/or
    other property are available for distribution by the Rights Agent, if
    and when appropriate.  The Company reserves the right to require prior
    to the occurrence of a Triggering Event that, upon any exercise of
    Rights, a number of Rights be exercised so that only whole shares of
    Preferred Stock would be issued.

    (d) In case the registered holder of any Rights Certificate shall
    exercise less than all the Rights evidenced thereby, a new Rights
    Certificate evidencing Rights equivalent to the Rights remaining
    unexercised shall be issued by the Rights Agent and delivered to, or
    upon the order of, the registered holder of such Rights Certificate,

                                   -15-

<PAGE>            16

    registered in such name or names as may be designated by such holder,
    subject to the provisions of Section 14 hereof.

    (e) Notwithstanding anything in this Agreement to the contrary, from
    and after the first occurrence of a Section 11(a)(ii) Event, any Rights
    beneficially owned by (i) an Acquiring Person or Adverse Person or an
    Associate or Affiliate of an Acquiring Person or Adverse Person, (ii) a
    transferee of an Acquiring Person or Adverse Person (or of any such
    Associate or Affiliate) who becomes a transferee after the Acquiring
    Person or Adverse Person becomes such, or (iii) a transferee of an
    Acquiring Person or Adverse Person (or of any such Associate or
    Affiliate) who becomes a transferee prior to or concurrently with the
    Acquiring Person or Adverse Person becoming such and receives such
    Rights pursuant to either (A) a transfer (whether or not for
    consideration) from the Acquiring Person or Adverse Person to holders
    of equity interests in such Acquiring Person or Adverse Person or to
    any Person with whom the Acquiring Person or Adverse Person has any
    continuing agreement, arrangement or understanding regarding the
    transferred Rights or (B) a transfer which the Board of Directors of
    the Company has determined is part of a plan, arrangement or
    understanding which has as a primary purpose or effect the avoidance of
    this Section 7(e), shall become null and void without any further
    action and no holder of such Rights shall have any rights whatsoever
    with respect to such Rights, whether under any provision of this
    Agreement or otherwise.  The Company shall use all reasonable efforts
    to insure that the provisions of this Section 7(e) and Section 4(b)
    hereof are complied with, but shall have no liability to any holder of
    Rights Certificates or other Person as a result of its failure to make
    any determinations with respect to an Acquiring Person or Adverse
    Person or any of their respective Affiliates, Associates or transferees
    hereunder.

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

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

                                   -16-

<PAGE>            17

Section 9.  Reservation and Availability of Capital Stock.

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

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

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

    (d) The Company covenants and agrees that it will take all such action
    as may be necessary to ensure that all one one-thousandths (1/1000ths)
    of a share of Preferred Stock (and, following the occurrence of a
    Triggering Event, Common Stock and/or other securities) delivered upon
    exercise of Rights shall, at the time of delivery of the certificates
    for such shares (subject to payment of the Purchase Price), be duly and
    validly authorized and issued and fully paid and nonassessable.

                                   -17-

<PAGE>            18

    (e) The Company further covenants and agrees that it will pay when due
    and payable any and all federal and state transfer taxes and charges
    which may be payable in respect of the issuance or delivery of the
    Rights Certificates and of any certificates for a number of one
    one-thousandths (1/1000ths) of a share of Preferred Stock (or Common
    Stock and/or other securities, as the case may be) upon the exercise of
    Rights.  The Company shall not, however, be required to pay any
    transfer tax which may be payable in respect of any transfer or
    delivery of Rights Certificates to a Person other than, or the issuance
    or delivery of a number of one one-thousandths (1/1000ths) of a share
    of Preferred Stock (or Common Stock and/or other securities, as the
    case may be) in respect of a name other than that of, the registered
    holder of the Rights Certificates evidencing Rights surrendered for
    exercise or to issue or deliver any certificates for a number of one
    one-thousandths (1/1000ths) of a share of Preferred Stock (or Common
    Stock and/or other securities, as the case may be) in a name other than
    that of the registered holder upon the exercise of any Rights until
    such tax shall have been paid (any such tax being payable by the holder
    of such Rights Certificate at the time of surrender) or until it has
    been established to the Company's satisfaction that no such tax is due.

Section 10.  Preferred Stock Record Date.  Each person in whose name any
certificate for a number of one one-thousandths (1/1000ths) of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may
be) is issued upon the exercise of Rights shall for all purposes be deemed
to have become the holder of record of such fractional shares of Preferred
Stock (or Common Stock and/or other securities, as the case may be)
represented thereby on, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly surrendered
and payment of the Purchase Price (and all applicable transfer taxes) was
made; provided, however, that if the date of such surrender and payment is
a date upon which the Preferred Stock (or Common Stock and/or other
securities, as the case may be) transfer books of the Company are closed,
such Person shall be deemed to have become the record holder of such shares
(fractional or otherwise) on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock (or Common Stock
and/or other securities, as the case may be) transfer books of the Company
are open.  Prior to the exercise of the Rights evidenced thereby, the
holder of a Rights Certificate shall not be entitled to any rights of a
stockholder of the Company with respect to shares for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings
of the Company, except as provided herein.

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

    (a) (i) In the event the Company shall at any time after the date of
    this Agreement (A) declare a dividend on the Preferred Stock payable in
    shares of Preferred Stock, (B) subdivide the outstanding Preferred
    Stock, (C) combine the outstanding Preferred Stock into a smaller
    number of shares, or (D) issue any shares of its capital stock in a
    reclassification of the Preferred Stock (including any such
    reclassification in connection with a consolidation or merger in which
    the Company is the continuing or surviving corporation), except as
    otherwise provided in this Section 11(a) and Section 7(e) hereof, the
    Purchase Price in effect at the time of the record date for such
    dividend or of the effective date of such subdivision, combination or
    reclassification, and the number and kind of shares of Preferred Stock
    or capital stock, as the case may be, issuable on such date, shall be

                                   -18-

<PAGE>            19

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

        (ii) In the event that:

            (A) any Person (other than the Company, any Subsidiary of the
            Company, any employee benefit plan of the Company or of any
            Subsidiary of the Company, or any Person or entity organized,
            appointed or established by the Company for or pursuant to the
            terms of any such plan), alone or together with its Af-
            filiates and Associates, shall, at any time after the Rights
            Dividend Declaration Date, become an Acquiring Person, unless
            the event causing the Person to become an Acquiring Person is
            (1) a transaction set forth in Section 13(a) hereof or (2) an
            acquisition of shares of Common Stock pursuant to a tender
            offer or an exchange offer for all outstanding shares of Common
            Stock at a price and on terms determined by at least a majority
            of the members of the Board of Directors who are not officers
            of the Company and who are not representatives, nominees,
            Affiliates or Associates of an Acquiring Person, after
            receiving advice from one or more investment banking firms, to
            be (a) at a price which is fair to stockholders (taking into
            account all factors which such members of the Board deem
            relevant including, without limitation, prices which could
            reasonably be achieved if the Company or its assets were sold
            on an orderly basis designed to realize maximum value) and
            (b) otherwise in the best interests of the Company and its
            stockholders (a "Qualifying Offer") or

            (B) The Board of Directors of the Company shall declare any
            Person to be an Adverse Person, upon a determination that
            such Person, alone or together with its Affiliates and
            Associates, has, at any time after this Agreement has been
            filed with the Securities and Exchange Commission as an exhibit
            to a filing under the Exchange Act, become the Beneficial
            Owner of a number of shares of Common Stock which the Board of
            Directors of the Company determines to be substantial (which
            number of shares shall in no event represent less than 10% of
            the outstanding shares of Common Stock) and a determination by
            the Board of Directors of the Company, after reasonable inquiry
            and investigation, including consultation with such persons as
            such directors shall deem appropriate and consideration of
            such factors as are permitted by applicable law, that (a) such
            Beneficial Ownership by such Person is intended to cause the
            Company to repurchase the shares of Common Stock beneficially
            owned by such Person or to cause pressure on the Company to
            take action or enter into a transaction or series of
            transactions intended to provide such Person with short-term
            financial gain under circumstances where the Board of Directors
            determines that the best long-term interests of the Company
            would not be served by taking such action or entering into such
            transaction or series of transactions at the time or (b) such
            Beneficial Ownership is causing or reasonably likely to cause a

                                   -19-

<PAGE>            20

            material adverse impact (including, but not limited to,
            impairment of relationships with customers or impairment of the
            Company's ability to maintain its competitive position) on
            the business or prospects of the Company;

            then, promptly following the occurrence of any event described
            in Section 11(a)(ii)(A) or (B) hereof, proper provision shall
            be made so that each holder of a Right (except as provided
            below and in Section 7(e) hereof) shall thereafter have the
            right to receive, upon exercise thereof at the then current
            Purchase Price in accordance with the terms of this Agreement,
            in lieu of a number of one one-thousandths (1/1000ths) of a
            share of Preferred Stock, such number of shares of Common Stock
            of the Company as shall equal the result obtained by (x)
            multiplying the then current Purchase Price by the then number
            of one one-thousandths (1/1000ths) of a share of Preferred
            Stock for which a Right was exercisable immediately prior to
            the first occurrence of a Section 11(a)(ii) Event, and (y)
            dividing that product (which, following such first occurrence,
            shall thereafter be referred to as the "Purchase Price" for
            each Right and for all purposes of this Agreement) by 50% of
            the current market price (determined pursuant to Section
            11(d) hereof) per share of Common Stock on the date of such
            first occurrence (such number of shares, the "Adjustment
            Shares").

        (iii) In the event that the number of shares of Common Stock which
        are authorized by the Company's Certificate of Incorporation but
        not outstanding or reserved for issuance for purposes other than
        upon exercise of the Rights are not sufficient to permit the
        exercise in full of the Rights in accordance with the foregoing
        subparagraph (ii) of this Section 11(a), the Company shall (A)
        determine the value of the Adjustment Shares issuable upon the
        exercise of a Right (the "Current Value"), and (B) with respect to
        each Right (subject to Section 7(e) hereof), make adequate
        provision to substitute for the Adjustment Shares, upon the
        exercise of a Right and payment of the applicable Purchase Price,
        (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock
        or other equity securities of the Company (including, without
        limitation, shares, or units of shares, of preferred stock, such as
        the Preferred Stock, which the Board has deemed to have essentially
        the same value or economic rights as shares of Common Stock (such
        shares of preferred stock being referred to as "Common Stock
        Equivalents")), (4) debt securities of the Company, (5) other
        assets, or (6) any combination of the foregoing, having an
        aggregate value equal to the Current Value (less the amount of any
        reduction in the Purchase Price), where such aggregate value has
        been determined by the Board based upon the advice of a nationally
        recognized investment banking firm selected by the Board; provided,
        however, that if the Company shall not have made adequate provision
        to deliver value pursuant to clause (B) above within thirty (30)
        days following the later of (x) the first occurrence of a Section
        11(a)(ii) Event and (y) the date on which the Company's right of
        redemption pursuant to Section 23(a) expires (the later of (x) and
        (y) being referred to herein as the "Section 11(a)(ii) Trigger
        Date"), then the Company shall be obligated to deliver, upon the
        surrender for exercise of a Right and without requiring payment of
        the Purchase Price, shares of Common Stock (to the extent
        available) and then, if necessary, cash, which shares and/or cash
        have an aggregate value equal to the Spread.  For purposes of the
        preceding sentence, the term "Spread" shall mean the excess of (i)
        the Current Value over (ii) the Purchase Price.  If the Board
        determines in good faith that it is likely that sufficient

                                   -20-

<PAGE>            21

        additional shares of Common Stock could be authorized for issuance
        upon exercise in full of the Rights, the thirty (30) day period set
        forth above may be extended to the extent necessary, but not more
        than ninety (90) days after the Section 11(a)(ii) Trigger Date, in
        order that the Company may seek shareholder approval for the
        authorization of such additional shares (such thirty (30) day
        period, as it may be extended, is herein called the "Substitution
        Period").  To the extent that action is to be taken pursuant to the
        first and/or third sentences of this Section 11(a) (iii), the
        Company (1) shall provide, subject to Section 7(e) hereof, that
        such action shall apply uniformly to all outstanding Rights, and
        (2) may suspend the exercisability of the Rights until the
        expiration of the Substitution Period in order to seek such
        shareholder approval for such authorization of additional shares
        and/or to decide the appropriate form of distribution to be made
        pursuant to such first sentence and to determine the value thereof.
        In the event of any such suspension, the Company shall issue a
        public announcement stating that the exercisability of the Rights
        has been temporarily suspended, as well as a public announcement at
        such time as the suspension is no longer in effect.  For purposes
        of this Section 11(a)(iii), the value of each Adjustment Share
        shall be the Current Market Price per share of the Common Stock on
        the Section 11(a)(ii) Trigger Date and the per share or per unit
        value of any Common Stock Equivalent shall be deemed to equal the
        Current Market Price per share of the Common Stock on such date.

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

                                   -21-

<PAGE>            22

    had not been fixed.

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

    (d) (i) For the purpose of any computation hereunder, other than
    computations made pursuant to Section 11(a)(iii) hereof, the Current
    Market Price per share of Common Stock on any date shall be deemed to
    be the average of the daily closing prices per share of such Common
    Stock for the thirty (30) consecutive Trading Days immediately prior to
    such date, and for purposes of computations made pursuant to Section
    11(a)(iii) hereof, the Current Market Price per share of Common Stock
    on any date shall be deemed to be the average of the daily closing
    prices per share of such Common Stock for the ten (10) consecutive
    Trading Days immediately following such date; provided, however, that
    in the event that the Current Market Price per share of the Common
    Stock is determined during a period following the announcement by the
    issuer of such Common Stock of (A) a dividend or distribution on such
    Common Stock payable in shares of such Common Stock or securities
    convertible into shares of such Common Stock (other than the Rights),
    or (B) any subdivision, combination or reclassification of such Common
    Stock, and the ex-dividend date for such dividend or distribution, or
    the record date for such subdivision, combination or reclassification
    shall not have occurred prior to the commencement of the requisite
    thirty (30) Trading Day or ten (10) Trading Day period, as set forth
    above, then, and in each such case, the Current Market Price shall be
    properly adjusted to take into account ex-dividend trading.  The
    closing price for each day shall be the last sale price, regular way,
    or, in case no such sale takes place on such day, the average of the
    closing bid and asked prices, regular way, in either case as reported
    in the principal consolidated transaction reporting system with respect
    to securities listed or admitted to trading on the New York Stock
    Exchange or, if the shares of Common Stock are not listed or admitted
    to trading on the New York Stock Exchange, as reported in the principal
    consolidated transaction reporting system with respect to securities
    listed on the principal national securities exchange on which the
    shares of Common Stock are listed or admitted to trading or, if the
    shares of Common Stock are not listed or admitted to trading on any
    national securities exchange, the last quoted price or, if not so

                                   -22-

<PAGE>            23

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

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

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

    (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
    or Section 13(a) hereof, the holder of any Right thereafter exercised
    shall become entitled to receive any shares of capital stock other than
    Preferred Stock, thereafter the number of such other shares so
    receivable upon exercise of any Right and the Purchase Price thereof
    shall be subject to adjustment from time to time in a manner and on

                                   -23-

<PAGE>            24

    terms as nearly equivalent as practicable to the provisions with
    respect to the Preferred Stock contained in Sections 11(a), (b), (c),
    (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7,
    9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply
    on like terms to any such other shares.

    (g) All Rights originally issued by the Company subsequent to any
    adjustment made to the Purchase Price hereunder shall evidence the
    right to purchase, at the adjusted Purchase Price, the number of one
    one-thousandths (1/1000ths) of a share of Preferred Stock purchasable
    from time to time hereunder upon exercise of the Rights, all subject to
    further adjustment as provided herein.

    (h) Unless the Company shall have exercised its election as provided
    in Section 11(i), upon each adjustment of the Purchase Price as a
    result of the calculations made in Sections 11(b) and (c), each Right
    outstanding immediately prior to the making of such adjustment shall
    thereafter evidence the right to purchase, at the adjusted Purchase
    Price, that number of one one-thousandths (1/1000ths) of a share of
    Preferred Stock (calculated to the nearest one-millionth) obtained by
    (i) multiplying (x) the number of one one-thousandths (1/1000ths) of a
    share covered by a Right immediately prior to this adjustment, by (y)
    the Purchase Price in effect immediately prior to such adjustment of
    the Purchase Price, and (ii) dividing the product so obtained by the
    Purchase Price in effect immediately after such adjustment of the
    Purchase Price.

    (i) The Company may elect on or after the date of any adjustment of the
    Purchase Price to adjust the number of Rights, in lieu of any
    adjustment in the number of one one-thousandths (1/1000ths) of a share
    of Preferred Stock purchasable upon the exercise of a Right.  Each of
    the Rights outstanding after the adjustment in the number of Rights
    shall be exercisable for the number of one one-thousandths (1/1000ths)
    of a share of Preferred Stock for which a Right was exercisable
    immediately prior to such adjustment.  Each Right held of record prior
    to such adjustment of the number of Rights shall become that number of
    Rights (calculated to the nearest one-ten-thousandth) obtained by
    dividing the Purchase Price in effect immediately prior to adjustment
    of the Purchase Price by the Purchase Price in effect immediately
    after adjustment of the Purchase Price.  The Company shall make a
    public announcement of its election to adjust the number of Rights,
    indicating the record date for the adjustment, and, if known at the
    time, the amount of the adjustment to be made.  This record date may be
    the date on which the Purchase Price is adjusted or any day thereafter,
    but, if the Rights Certificates have been issued, shall be at least ten
    (10) days later than the date of the public announcement.  If Rights
    Certificates have been issued, upon each adjustment of the number of
    Rights pursuant to this Section 11(i), the Company shall, as promptly
    as practicable, cause to be distributed to holders of record of Rights
    Certificates on such record date Rights Certificates evidencing,
    subject to Section 14 hereof, the additional Rights to which such
    holders shall be entitled as a result of such adjustment, or, at the
    option of the Company, shall cause to be distributed to such holders of
    record in substitution and replacement for the Rights Certificates held
    by such holders prior to the date of adjustment, and upon surrender
    thereof, if required by the Company, new Rights Certificates evidencing
    all the Rights to which such holders shall be entitled after such
    adjustment.  Rights Certificates so to be distributed shall be issued,
    executed and countersigned in the manner provided for herein (and may
    bear, at the option of the Company, the adjusted Purchase Price) and
    shall be registered in the names of the holders of record of Rights
    Certificates on the record date specified in the public announcement.

                                   -24-

<PAGE>            25

    (j) Irrespective of any adjustment or change in the Purchase Price or
    the number of one one-thousandths (1/1000ths) of a share of Preferred
    Stock issuable upon the exercise of the Rights, the Rights Certificates
    theretofore and thereafter issued may continue to express the Purchase
    Price per one one-thousandths (1/1000ths) of a share and the number of
    one one-thousandths (1/1000ths) of a share which were expressed in the
    initial Rights Certificates issued hereunder.

    (k) Before taking any action that would cause an adjustment reducing
    the Purchase Price below the then stated value, if any, of the number
    of one one-thousandths (1/1000ths) of a share of Preferred Stock
    issuable upon exercise of the Rights, the Company shall take any
    corporate action which may, in the opinion of its counsel, be necessary
    in order that the Company may validly and legally issue fully paid and
    nonassessable such number of one one-thousandths (1/1000ths) of a share
    of Preferred Stock at such adjusted Purchase Price.

    (l) In any case in which this Section 11 shall require that an
    adjustment in the Purchase Price be made effective as of a record date
    for a specified event, the Company may elect to defer until the
    occurrence of such event the issuance to the holder of any Right
    exercised after such record date the number of one one-thousandths
    (1/1000ths) of a share of Preferred Stock and other capital stock or
    securities of the Company, if any, issuable upon such exercise over and
    above the number of one one-thousandths (1/1000ths) of a share of
    Preferred Stock and other capital stock or securities of the Company,
    if any, issuable upon such exercise on the basis of the Purchase Price
    in effect prior to such adjustment; provided, however, that the Company
    shall deliver to such holder a due bill or other appropriate instrument
    evidencing such holder's right to receive such additional shares
    (fractional or otherwise) or securities upon the occurrence of the
    event requiring such adjustment.

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

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

                                   -25-

<PAGE>            26

    prior to, simultaneously with or immediately after such consolidation,
    merger or sale, the shareholders of the Person who constitutes, or
    would constitute, the "Principal Party" for purposes of Section 13(a)
    hereof shall have received a distribution of Rights previously owned by
    such Person or any of its Affiliates and Associates.

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

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

    (q) The failure of the Board of Directors to declare a Person to be an
    Adverse Person following such Person becoming the Beneficial Owner of
    shares of Common Stock representing 10% or more of the outstanding
    shares of Common Stock shall not imply that such Person is not an
    Adverse Person or limit the Board of Directors' right at any time in
    the future to declare such Person to be an Adverse Person.

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 and Section 13
hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such
certificate, and (c) mail a brief summary thereof to each holder of a
Rights Certificate (or, if prior to the Distribution Date, to each holder
of a certificate representing shares of Common Stock) in accordance with
Section 26 hereof.  The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment therein contained.

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

    (a) In the event that, following the Stock Acquisition Date, directly
    or indirectly, (x) the Company shall consolidate with, or merge with
    and into, any other Person (other than a Subsidiary of the Company in a
    transaction which complies with Section 11(o) hereof), and the
    Company shall not be the continuing or surviving corporation of such
    consolidation or merger, (y) any Person (other than a Subsidiary of the
    Company in a transaction which complies with Section 11(o) hereof)
    shall consolidate with, or merge with or into, the Company, and the
    Company shall be the continuing or surviving corporation of such
    consolidation or merger and, in connection with such consolidation or

                                   -26-

<PAGE>            27

    merger, all or part of the outstanding shares of Common Stock shall be
    changed into or exchanged for stock or other securities of any other
    Person or cash or any other property, or (z) the Company shall sell or
    otherwise transfer (or one or more of its Subsidiaries shall sell or
    otherwise transfer), in one transaction or a series of related
    transactions, assets or earning power aggregating more than 50% of
    the assets or earning power of the Company and its Subsidiaries (taken
    as a whole) to any Person or Persons (other than the Company or any
    Subsidiary of the Company in one or more transactions each of which
    complies with Section 11(o) hereof), then, and in each such case
    (except as may be contemplated by Section 13(d) hereof), proper
    provision shall be made so that:  (i) each holder of a Right, except as
    provided in Section 7(e) hereof, shall thereafter have the right to
    receive, upon the exercise thereof at the then current Purchase Price
    in accordance with the terms of this Agreement, such number of validly
    authorized and issued, fully paid, non-assessable and freely
    tradeable shares of Common Stock of the Principal Party (as such term
    is hereinafter defined), not subject to any liens, encumbrances, rights
    of first refusal or other adverse claims, as shall be equal to the
    result obtained by (1) multiplying the then current Purchase Price by
    the number of one one-thousandths (1/1000ths) of a share of Preferred
    Stock for which a Right is exercisable immediately prior to the first
    occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has
    occurred prior to the first occurrence of a Section 13 Event,
    multiplying the number of such one one-thousandths (1/1000ths) of a
    share for which a Right was exercisable immediately prior to the first
    occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect
    immediately prior to such first occurrence), and dividing that
    product (which, following the first occurrence of a Section 13 Event,
    shall be referred to as the "Purchase Price" for each Right and for all
    purposes of this Agreement) by (2) 50% of the current market price
    (determined pursuant to Section 11(d)(i) hereof) per share of the
    Common Stock of such Principal Party on the date of consummation of
    such Section 13 Event; (ii) such Principal Party shall thereafter be
    liable for, and shall assume, by virtue of such Section 13 Event, all
    the obligations and duties of the Company pursuant to this Agreement;
    (iii) the term "Company" shall thereafter be deemed to refer to such
    Principal Party, it being specifically intended that the provisions of
    Section 11 hereof shall apply only to such Principal Party following
    the first occurrence of a Section 13 Event; (iv) such Principal Party
    shall take such steps (including, but not limited to, the reservation
    of a sufficient number of shares of its Common Stock) in connection
    with the consummation of any such transaction as may be necessary to
    assure that the provisions hereof shall thereafter be applicable, as
    nearly as reasonably may be, in relation to its shares of Common Stock
    thereafter deliverable upon the exercise of the Rights; and (v) the
    provisions of Section 11(a)(ii) hereof shall be of no effect following
    the first occurrence of any Section 13 Event.

    (b)  "Principal Party" shall mean

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

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

                                   -27-

<PAGE>            28

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

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

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

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

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

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

Section 14.  Fractional Rights and Fractional Shares.

    (a) The Company shall not be required to issue fractions of Rights,
    except prior to the Distribution Date as provided in Section 11(p)

                                   -28-

<PAGE>            29

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

    (b) The Company shall not be required to issue fractions of shares of
    Preferred Stock (other than fractions which are integral multiples of
    one one-thousandth (1/1000th) of a share of Preferred Stock) upon
    exercise of the Rights or to distribute certificates which evidence
    fractional shares of Preferred Stock (other than fractions which are
    integral multiples of one one-thousandth (1/1000th) of a share of
    Preferred Stock).  In lieu of fractional shares of Preferred Stock that
    are not integral multiples of one one-thousandth (1/1000th) of a share
    of Preferred Stock, the Company may pay to the registered holders of
    Rights Certificates at the time such Rights are exercised as herein
    provided an amount in cash equal to the same fraction of the current
    market value of one one-thousandth (1/1000th) of a share of Preferred
    Stock.  For purposes of this Section 14(b), the current market value of
    one one-thousandth (1/1000th) of a share of Preferred Stock shall be
    one one-thousandth (1/1000th) of the closing price of a share of
    Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof)
    for the Trading Day immediately prior to the date of such exercise.

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

    (d) The holder of a Right by the acceptance of the Rights expressly
    waives his or her right to receive any fractional Rights or any

                                   -29-

<PAGE>            30

    fractional shares upon exercise of a Right, except as permitted by this
    Section 14.

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

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

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

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

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

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

Section 17.  Rights Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Rights Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the number of

                                   -30-

<PAGE>            31

one one-thousandths (1/1000ths) of a share of Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise
of the Rights represented thereby, nor shall anything contained herein or
in any Rights Certificate be construed to confer upon the holder of any
Rights Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in Section 25
hereof), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by such Rights Certificate shall have
been exercised in accordance with the provisions hereof.

Section 18.  Concerning the Rights Agent.

    (a) The Company agrees to pay to the Rights Agent reasonable
    compensation for all services rendered by it hereunder and, from time
    to time, on demand of the Rights Agent, its reasonable expenses and
    counsel fees and disbursements and other disbursements incurred in the
    administration and execution of this Agreement and the exercise and
    performance of its duties hereunder.  The Company also agrees to
    indemnify the Rights Agent for, and to hold it harmless against, any
    loss, liability, or expense, incurred without negligence, bad faith or
    willful misconduct on the part of the Rights Agent, for anything done
    or omitted by the Rights Agent in connection with the acceptance and
    administration of this Agreement, including the costs and expenses of
    defending against any claim of liability 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 Rights Certificate or certificate for Common Stock or for other
    securities of the Company, instrument of assignment or transfer, power
    of attorney, endorsement, affidavit, letter, notice, direction,
    consent, certificate, statement, or other paper or document believed by
    it to be genuine and to be signed, executed and, where necessary,
    verified or acknowledged, by the proper Person or Persons.

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

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

    (b) In case at any time the name of the Rights Agent shall be changed

                                   -31-

<PAGE>            32

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

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

    (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 (including, without limitation, the identity of any Acquiring
    Person or Adverse Person and the determination of "current market
    price") be proved or established by the Company prior to taking or
    suffering any action hereunder, such fact or matter (unless other
    evidence in respect thereof be herein specifically prescribed) may be
    deemed to be conclusively proved and established by a certificate
    signed by the Chairman of the Board, the Chief Executive Officer, the
    President, the Treasurer, the Secretary or any Assistant Secretary of
    the Company and delivered to the Rights Agent; and such certificate
    shall be full authorization to the Rights Agent for any action taken or
    suffered in good faith by it under the provisions of this Agreement in
    reliance upon such certificate.

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

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

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

                                   -32-

<PAGE>            33

    authorized and issued, fully paid and nonassessable.

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

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

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

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

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

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

Section 21.  Change of Rights Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company,
and to each transfer agent of the Common Stock and Preferred Stock, by
registered or certified mail, and to the holders of the Rights Certificates
by first-class mail.  The Company may remove the Rights Agent or any
successor Rights Agent upon thirty (30) days' notice in writing, mailed to
the Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by
first-class mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent.  If the Company shall fail to make such appointment

                                   -33-

<PAGE>            34

within a period of thirty (30) days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a Rights
Certificate (who shall, with such notice, submit his Rights Certificate for
inspection by the Company), then any registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) 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 New York), in good standing, which is authorized under such
laws to exercise corporate trust powers or stock transfer powers and is
subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent a combined capi-
tal and surplus of at least $100,000,000 or (b) an affiliate of such
corporation as described in (a).  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 with-
out further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose.  Not later than the effective date of
any such appointment, the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the Common Stock
and the Preferred Stock, and mail a notice thereof in writing to the
registered holders of the Rights Certificates.  Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

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

Section 23.  Redemption and Termination.

    (a) The Board of Directors of the Company may, at its option, at any
    time prior to the earlier of (i) the close of business on the tenth day
    following the Stock Acquisition Date (or, if the Stock Acquisition Date
    shall have occurred prior to the Record Date, the close of business on
    the tenth day following the Record Date), or (ii) the Final Expiration
    Date, redeem all but not less than all the then outstanding Rights at a

                                   -34-

<PAGE>            35

    redemption price of $0.01 per Right, as such amount may be appro-
    priately adjusted to reflect any stock split, stock dividend or similar
    transaction occurring after the date hereof (such redemption price
    being hereinafter referred to as the "Redemption Price").  The Board of
    Directors may not redeem any Rights following a determination pursuant
    to Section 11(a)(ii)(B) that any Person is an Adverse Person.
    Notwithstanding anything contained in this Agreement to the contrary,
    the Rights shall not be exercisable after the first occurrence of a
    Section 11(a)(ii) Event until such time as the Company's right of
    redemption hereunder has expired.  The Company may, at its option,
    pay the Redemption Price in cash, shares of Common Stock (based on the
    "current market price", as defined in Section 11(d)(i) hereof, of the
    Common Stock at the time of redemption) or any other form of con-
    sideration deemed appropriate by the Board of Directors.

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

Section 24.  Exchange.

    (a) The Board of Directors of the Company may, at its option, at any
    time after any Person becomes an Acquiring Person or is determined to
    be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or
    part of the then outstanding and exercisable Rights (which shall not
    include Rights that have become void pursuant to the provisions of
    Section 7(e) hereof) for shares of Common Stock at an exchange ratio of
    one share of Common Stock per Right, appropriately adjusted to reflect
    any stock split, stock dividend or similar transaction occurring
    after the date hereof (such exchange ratio being hereinafter referred
    to as the "Exchange Ratio").  Notwithstanding the foregoing, the Board
    of Directors shall not be empowered to effect such exchange at any time
    after any Person (other than the Company, any Subsidiary of the
    Company, any employee benefit plan of the Company or any such
    Subsidiary, or any entity holding Common Stock for or pursuant to the
    terms of any such plan), together with all Affiliates and Associates of
    such Person, becomes the Beneficial Owner of fifty percent (50%) or
    more of the Common Stock then outstanding.

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

                                   -35-

<PAGE>            36

    at their last addresses as they appear upon the registry books of the
    Rights Agent.  Any notice which is mailed in the manner herein provided
    shall be deemed given, whether or not the holder receives the notice.
    Each such notice of exchange will state the method by which the
    exchange of the Common Stock for Rights will be effected and, in the
    event of any partial exchange, the number of Rights which will be
    exchanged.  Any partial exchange shall be effected pro rata based on
    the number of Rights (other than Rights which have become void pursuant
    to the provisions of Section 7(e) hereof) held by each holder of
    Rights.

    (c) In any exchange pursuant to this Section 24, the Company, at its
    option, may substitute shares of Preferred Stock (or equivalent
    preferred stock, as such term is defined in paragraph (b) of Section 11
    hereof) for shares of Common Stock exchangeable for Rights, at the
    initial rate of one one-thousandth (1/1000th) of a share of Preferred
    Stock (or equivalent preferred stock) for each share of Common Stock,
    as appropriately adjusted to reflect adjustments in the voting rights
    of the Preferred Stock pursuant to the terms thereof, so that the
    fraction of a share of Preferred Stock delivered in lieu of each
    share of Common Stock shall have the same voting rights as one share of
    Common Stock.

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

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

Section 25.  Notice of Certain Events.

    (a) In case the Company shall propose, at any time after the
    Distribution Date, (i) to pay any dividend payable in stock of any
    class to the holders of Preferred Stock or to make any other
    distribution to the holders of Preferred Stock (other than a regular
    quarterly cash dividend out of earnings or retained earnings of the
    Company), or (ii) to offer to the holders of Preferred Stock rights or
    warrants to subscribe for or to purchase any additional shares of
    Preferred Stock or shares of stock of any class or any other
    securities, rights or options, or (iii) to effect any reclas-
    sification of its Preferred Stock (other than a reclassification
    involving only the subdivision of outstanding shares of Preferred
    Stock), or (iv) to effect any consolidation or merger into or with
    any other Person (other than a Subsidiary of the Company in a
    transaction which complies with Section 11(o) hereof), or to effect any
    sale or other transfer (or to permit one or more of its Subsidiaries to
    effect any sale or other transfer), in one transaction or a series of
    related transactions, of more than 50% of the assets or earning power
    of the Company and its Subsidiaries (taken as a whole) to any other

                                   -36-

<PAGE>            37

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

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

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

                    Outboard Marine Corporation
                    100 Sea-Horse Drive
                    Waukegan, Illinois  60085
                    Attention:  Corporate Secretary

Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or by the
holder of any Rights Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:
                  First Chicago Trust Company of New York
                  525 Washington Boulevard, Suite 4660
                  Jersey City, New Jersey  07310
                  Attention:  Tenders and Exchanges Administration

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

Section 27.  Supplements and Amendments.  Prior to the Distribution
Date and subject to the penultimate sentence of this Section 27, the
Company and the Rights Agent shall, if the Company so directs, supplement
or amend any provision of this Agreement without the approval of any

                                   -37-

<PAGE>            38

holders of certificates representing shares of Common Stock.  From and
after the Distribution Date and subject to the penultimate sentence of this
Section 27, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure any ambiguity, (ii)
to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, (iii) to
shorten or lengthen any time period hereunder or (iv) to change or
supplement the provisions hereunder in any manner which the Company may
deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an Acquiring
Person or Adverse Person or an Affiliate or Associate of an Acquiring
Person or Adverse Person); provided this Agreement may not be sup-
plemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at
such time as the Rights are not then redeemable, or (B) any other time
period unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights
(other than an Acquiring Person or Adverse Person and its Affiliates and
Associates).  Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment.  Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.

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

Section 29.  Determinations and Actions by the Board of Directors, etc.
For all purposes of this Agreement, any calculation of the number of shares
of Common Stock outstanding at any particular time, including for purposes
of determining the particular percentage of such outstanding shares of
Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General
Rules and Regulations under the Exchange Act.  The Board of Directors of
the Company shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement, and (ii) make
all determinations deemed necessary or advisable for the administration of
this Agreement (including a determination to redeem or not redeem the
Rights or to amend the Agreement).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y)
below, all omissions with respect to the foregoing) which are done or made
by the Board in good faith, shall (x) be final, conclusive and binding on
the Company, the Rights Agent, the holders of the Rights and all other
parties, and (y) not subject the Board to any liability to the holders of
the Rights.

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

Section 31.  Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other

                                   -38-

<PAGE>            39

authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void or
unenforceable and the Board of Directors of the Company determines in its
good faith judgment that severing the invalid language from this Agreement
would adversely affect the purpose or effect of this Agreement, the right
of redemption set forth in Section 23 hereof shall be reinstated and shall
not expire until the close of business on the tenth day following the date
of such determination by the Board of Directors.  Without limiting the
foregoing, if any provision requiring a majority of the members of the
Board of Directors who are not officers of the Company and who are not
representatives, nominees, Affiliates or Associates of an Acquiring Person
to act is held by any court of competent jurisdiction or other authority to
be invalid, void or unenforceable, such determination shall be made by the
Board of Directors of the Company in accordance with applicable law and the
Company's Certificate of Incorporation and bylaws.

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

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

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

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


Attest:                       OUTBOARD MARINE CORPORATION

By     HOWARD MALOVANY        By     HARRY W. BOWMAN
       ---------------               ---------------
Name:  Howard Malovany        Name:  Harry W. Bowman
Title: Secretary and          Title: President and Chief
       Senior Counsel                Executive Officer


Attest:                       FIRST CHICAGO TRUST COMPANY
                                      OF NEW YORK

By     JOANNE GOROSTIOLA      By     RALPH P. PERSICO
       -----------------             ----------------
Name:  Joanne Gorostiola      Name:  Ralph P. Persico
Title: Assistant Vice         Title:  Customer Service Officer
       President
                                   -39-

<PAGE>            40

                                                           Exhibit A


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

                                 of

                    OUTBOARD MARINE CORPORATION


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


    The undersigned officers of Outboard Marine Corporation, a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103 thereof, DO
HEREBY CERTIFY:

    That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation, as amended, of the said Corporation,
the said Board of Directors on April 24, 1996 adopted the following
resolution creating a series of 90,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock:

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

Section 1.  Designation and Amount.  The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the
number of shares constituting such series shall be 90,000.

Section 2.  Dividends and Distributions.

    (A) The holders of shares of Series A Junior Participating Preferred
    Stock shall be entitled to receive, when, as and if declared by the
    Board of Directors out of funds legally available for the purpose,
    quarterly dividends payable in cash on the last day of [March, June,
    September and December] in each year (each such date being referred to
    herein as a "Quarterly Dividend Payment Date"), commencing on the first
    Quarterly Dividend Payment Date after the first issuance of a share or
    fraction of a share of Series A Junior Participating Preferred Stock,
    in an amount per share (rounded to the nearest cent) equal to the
    greater of (a) $0.01 or (b) subject to the provision for adjustment
    hereinafter set forth, 1,000 times the aggregate per share amount of
    all cash dividends, and 1,000 times the aggregate per share amount
    (payable in kind) of all non-cash dividends or other distributions
    other than a dividend payable in shares of Common Stock or a
    subdivision of the outstanding shares of Common Stock (by
    reclassification or otherwise), declared on the Common Stock, par value
    $0.15 per share, of the Corporation (the "Common Stock") since the
    immediately preceding Quarterly Dividend Payment Date, or, with respect
    to the first Quarterly Dividend Payment Date, since the first issuance
    of any share or fraction of a share of Series A Junior Participating

                                   -40-

<PAGE>            41

    Preferred Stock.  In the event the Corporation shall at any time after
    April 24, 1996 (the "Rights Declaration Date") (i) declare any dividend
    on Common Stock payable in shares of Common Stock, (ii) subdivide the
    outstanding Common Stock, or (iii) combine the outstanding Common Stock
    into a smaller number of shares, then in each such case the amount to
    which holders of shares of Series A Junior Participating Preferred
    Stock were entitled immediately prior to such event under clause (b) of
    the preceding sentence shall be adjusted by multiplying such amount by
    a fraction the numerator of which is the number of shares of Common
    Stock outstanding immediately after such event and the denominator of
    which is the number of shares of Common Stock that were outstanding
    immediately prior to such event.

    (B) The Corporation shall declare a dividend or distribution on the
    Series A Junior Participating Preferred Stock as provided in Paragraph
    (A) above immediately after it declares a dividend or distribution on
    the Common Stock (other than a dividend payable in shares of Common
    Stock); provided that, in the event no dividend or distribution shall
    have been declared on the Common Stock during the period between any
    Quarterly Dividend Payment Date and the next subsequent Quarterly
    Dividend Payment Date, a dividend of $0.01 per share on the Series A
    Junior Participating Preferred Stock shall nevertheless be payable on
    such subsequent Quarterly Dividend Payment Date.

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

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

    (A) Subject to the provision for adjustment hereinafter set forth, each
    share of Series A Junior Participating Preferred Stock shall entitle
    the holder thereof to 1,000 votes on all matters submitted to a vote of
    the stockholders of the Corporation.  In the event the Corporation
    shall at any time after the Rights Declaration Date (i) declare any
    dividend on Common Stock payable in shares of Common Stock, (ii)
    subdivide the outstanding Common Stock, or (iii) combine the
    outstanding Common Stock into a smaller number of shares, then in each
    such case the number of votes per share to which holders of shares of
    Series A Junior Participating Preferred Stock 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

                                   -41-

<PAGE>            42

    denominator of which is the number of shares of Common Stock that were
    outstanding immediately prior to such event.

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

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

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

        (iii) Unless the holders of Preferred Stock shall, during an
        existing default period, have previously exercised their right to
        elect Directors, the Board of Directors may order, or any
        stockholder or stockholders owning in the aggregate not less than
        ten percent (10%) of the total number of shares of Preferred Stock
        outstanding, irrespective of series, may request, the calling of
        special meeting of the holders of Preferred Stock, which meeting
        shall thereupon be called by the President, a Vice-President or the
        Secretary of the Corporation.  Notice of such meeting and of any
        annual meeting at which holders of Preferred Stock are entitled to
        vote pursuant to this Paragraph (C)(iii) shall be given to each
        holder of record of Preferred Stock by mailing a copy of such
        notice to him or her at his or her last address as the same appears

                                   -42-

<PAGE>            43

        on the books of the Corporation.  Such meeting shall be called for
        a time not earlier than 10 days and not later than 50 days after
        such order or request or in default of the calling of such meeting
        within 50 days after such order or request, such meeting may be
        called on similar notice by any stockholder or stockholders owning
        in the aggregate not less than ten percent (10%) of the total
        number of shares of Preferred Stock outstanding.  Notwithstanding
        the provisions of this Paragraph (C)(iii), no such special meeting
        shall be called during the period within 50 days immediately
        preceding the date fixed for the next annual meeting of the
        stockholders.

        (iv) In any default period, the holders of Common Stock, and other
        classes of stock of the Corporation if applicable, shall continue
        to be entitled to elect the whole number of Directors until the
        holders of Preferred Stock shall have exercised their right to
        elect two (2) Directors voting as a class, after the exercise of
        which right (x) the Directors so elected by the holders of
        Preferred Stock shall continue in office until their successors
        shall have been elected by such holders or until the expiration of
        the default period, and (y) any vacancy in the Board of Directors
        may (except as provided in Paragraph (C)(ii) of this Section 3) be
        filled by vote of a majority of the remaining Directors theretofore
        elected by the holders of the class of stock which elected the
        Director whose office shall have become vacant.  References in this
        Paragraph (C) to Directors elected by the holders of a particular
        class of stock shall include Directors elected by such Directors to
        fill vacancies as provided in clause (y) of the foregoing sentence.
        (v) Immediately upon the expiration of a default period, (x) the
        right of the holders of Preferred Stock as a class to elect
        Directors shall cease, (y) the term of any Directors elected by the
        holders of Preferred Stock as a class shall terminate, and (z) the
        number of Directors shall be such number as may be provided for in
        the certificate of incorporation or by-laws irrespective of any
        increase made pursuant to the provisions of Paragraph (C)(ii) of
        this Section 3 (such number being subject, however, to change
        thereafter in any manner provided by law or in the certificate of
        incorporation or by-laws).  Any vacancies in the Board of Directors
        effected by the provisions of clauses (y) and (z) in the preceding
        sentence may be filled by a majority of the remaining Directors.

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

Section 4.  Certain Restrictions.

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

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

        (ii) declare or pay dividends on or make any other distributions on

                                   -43-

<PAGE>            44

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

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

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

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

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

Section 6.  Liquidation, Dissolution or Winding Up.  (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received an amount equal to 1,000
times the Exercise Price, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference").  Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set
forth in subparagraph (C) below to reflect such events as stock splits,
stock dividends and recapitalizations with respect to the Common Stock)

                                   -44-

<PAGE>            45

(such number in clause (ii), the "Adjustment Number").  Following the
payment of the full amount of the Series A Liquidation Preference and the
Common Adjustment in respect of all outstanding shares of Series A Junior
Participating Preferred Stock and Common Stock, respectively, holders of
Series A Junior Participating Preferred Stock and holders of shares of
Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Preferred Stock and Common Stock, on a per share
basis, respectively.

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

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

Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
the shares of Series A Junior Participating Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 1,000 times
the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Common Stock is changed or exchanged.  In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock 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 shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

Section 9.  Amendment.  The Amended and Restated Certificate of
Incorporation of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or special
rights of the Series A Junior Participating Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a majority or
more of the outstanding shares of Series A Junior Participating Preferred
Stock, voting separately as a class.

                                   -45-

<PAGE>            46

Section 10.  Fractional Shares.  Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder,
in proportion to such holders fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series A Junior Participating Preferred
Stock.

    IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this
____ day of , 1996.


                                         OUTBOARD MARINE CORPORATION

                                         ___________________________
                                         Name:
                                         Title:


Attest:


____________________________
Secretary

                                   -46-

<PAGE>            47

                                                             Exhibit B

                [Form of Rights Certificate]

Certificate No. R-                              ________ Rights

NOT EXERCISABLE AFTER JUNE 23, 2006 OR EARLIER IF REDEEMED BY THE
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON OR ADVERSE PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND
VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENE-
FICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR ADVERSE
PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR ADVERSE
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY,
THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL
AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.](1)


                            Rights Certificate

                        OUTBOARD MARINE CORPORATION

    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 April 24, 1996 (the "Rights Agreement"), between
Outboard Marine Corporation, a Delaware corporation (the "Company"), and
[Name and place of Incorporation of Rights Agent] (the "Rights Agent"), to
purchase from the Company at any time prior to 5:00 P.M.  (New York City
time) on June 23, 2006 at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one
one-thousandth (1/1000th) of a fully paid, non-assessable share of Series A
Junior Participating Preferred Stock (the "Preferred Stock") of the
Company, at a purchase price of $ per one one-thousandth (1/1000th) of a
share (the "Purchase Price"), upon presentation and surrender of this
Rights Certificate with the Form of Election to Purchase and related
Certificate duly executed.  The number of Rights evidenced by this Rights
Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set
forth above, are the number and Purchase Price as of , based on the Pre-
ferred Stock as constituted at such date.  The Company reserves the right
to require prior to the occurrence of a Triggering Event (as such term is
defined in the Rights Agreement) that a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.

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

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

                                   -47-

<PAGE>            48

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

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

    This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent
designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one
one-thousandths (1/1000ths) of a share of Preferred Stock as the Rights
evidenced by the Rights Certificate or Rights Certificates surrendered
shall have entitled such holder to purchase.  If this Rights Certificate
shall be exercised in part, the holder shall be entitled to receive upon
surrender hereof another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.

    Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option
at a redemption price of $0.01 per Right at any time prior to the earlier
of the close of business on (i) the tenth day following the Stock
Acquisition Date (as such time period may be extended pursuant to the
Rights Agreement), and (ii) the Final Expiration Date.  In addition, the
Rights may be exchanged, in whole or in part, for shares of the Common
Stock, or shares of preferred stock of the Company having essentially the
same value or economic rights as such shares.  Immediately upon the action
of the Board of Directors of the Company authorizing any such exchange, and
without any further action or any notice, the Rights (other than Rights
which are not subject to such exchange) will terminate and the Rights
will only enable holders to receive the shares issuable upon such ex-
change.

    No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions
which are integral multiples of one one-thousandth (1/1000th) of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

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

                                   -48-

<PAGE>            49

or Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.

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

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

Dated as of ___________  ___,  _____


ATTEST:                           OUTBOARD MARINE CORPORATION

_____________________             By ________________________
Secretary                         Title:


Countersigned:

FIRST CHICAGO TRUST COMPANY
OF NEW YORK

By______________________
  Authorized Signature

                                   -49-

<PAGE>            50

               [Form of Reverse Side of Rights Certificate]

                            FORM OF ASSIGNMENT
                            ------------------

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


FOR VALUE RECEIVED ______________________________________ hereby sells,
assigns and transfer unto ____________________________________________
______________________________________________________________________
(Please print name and address of transferee) this Rights Certificate,
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint _________________ Attorney, to
transfer the within Rights Certificate on the books of the within named
Company, with full power of substitution.


Dated:_______________ , ______

                                          ___________________________
                                          Signature

Signature Guaranteed:

                                Certificate
                                -----------

The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated:_______________ , ______                  ______________________
                                                Signature


Signature Guaranteed:

                                  NOTICE

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

                                   -50-

<PAGE>            51

                       FORM OF ELECTION TO PURCHASE
                       ----------------------------

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

To:  OUTBOARD MARINE CORPORATION

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

Please insert social security or other identifying number

______________________________________________________________________
                      (Please print name and address)

______________________________________________________________________

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

Please insert social security or other identifying number

______________________________________________________________________
                      (Please print name and address)

______________________________________________________________________


Dated:_______________ , ______
                                                ______________________
                                                Signature

Signature Guaranteed:

                                Certificate
                                -----------

The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated:_______________ , ______                  ______________________
                                                Signature


Signature Guaranteed:

                                   -51-

<PAGE>            52
                                  NOTICE
                                  ------

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

                                   -52-


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