AIRTOUCH COMMUNICATIONS, 8-K, 1994-12-19

AIRTOUCH COMMUNICATIONS
8-K, 1994-12-19
RADIOTELEPHONE COMMUNICATIONS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: December 15, 1994

AIRTOUCH COMMUNICATIONS, INC.

COMMISSION FILE
DELAWARE NO. 1-12342 94-3213132
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer No.)
Incorporation)

425 MARKET STREET, SAN FRANCISCO, CALIFORNIA 94105
(Address of Principal Executive Offices Zip Code)

(415) 658-2000
(Registrant's telephone number, including area code)

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Form 8-K AirTouch Communications, Inc.
December 19, 1994

Item 5. Other Events

On December 15, 1994, AirTouch Communications, Inc. (the "Company")
effected a change in its domicile from California to Delaware (the
"reincorporation"). As previously reported in the Company's Annual Report on
Form 10-K filed on March 23, 1994 and Current Report on Form 8-K filed on
October 3, 1994, the reincorporation was approved in February 1994 by Pacific
Telesis Group, then the sole shareholder of record of the Company, and in
September 1994 by the Company's Board of Directors.

Item 7. Financial Statements and Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3.i Articles of Incorporation of AirTouch Communications, Inc.

3.ii Bylaws of AirTouch Communications, Inc.

4 Rights Agreement between AirTouch Communications, Inc. and the
Bank of New York, Rights Agent, dated as of September 19, 1994.
</TABLE>

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Form 8-K AirTouch Communications, Inc.
December 19, 1994

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

AIRTOUCH COMMUNICATIONS, INC.

By: /s/ Mohan S. Gyani
---------------------------
Vice President, Finance and
Treasurer

December 19, 1994

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EXHIBIT INDEX

Exhibit
Number Description
- - ------ -----------
<S> <C>
3.i Articles of Incorporation of AirTouch Communications, Inc.

3.ii Bylaws of AirTouch Communications, Inc.

4 Rights Agreement between AirTouch Communications, Inc. and the
Bank of New York, Rights Agent, dated as of September 19, 1994.
</TABLE>

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EXHIBIT 3.i

CERTIFICATE OF INCORPORATION

AIRTOUCH COMMUNICATIONS, INC.

FIRST: The name of the corporation is:

AirTouch Communications, Inc.

SECOND: The registered office of the corporation in the State
of Delaware is located at 1209 Orange Street, City of Wilmington, County of New
Castle. The name of the registered agent of the corporation at such address is
The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.

FOURTH: The name and mailing address of the incorporator are as
follows:

Kristina Veaco
425 Market Street
San Francisco, CA 94105

FIFTH:

A. The corporation is authorized to issue two classes of capital
stock, to be designated respectively Preferred Stock ("Preferred Stock") and
Common Stock ("Common Stock"). The total number of shares of capital stock
that the corporation is authorized to issue is 1,150,000,000, of which
50,000,000 shall be Preferred Stock and 1,100,000,000 shall be Common Stock.
Both the Preferred Stock and Common Stock shall have a par value of $.01 per
share.

B. The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the corporation (the "Board of
Directors") is expressly authorized to provide for the issue of all or any of
the Preferred Stock in one or more series, and to fix the designation and
number of shares and to determine or alter for each

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such series, such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and the qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issue of such stock and as may be
permitted by the General Corporation Law of the State of Delaware. The Board
of Directors is also expressly authorized to increase or decrease (but not
below the number of shares of such series then outstanding, plus the number of
shares of such series issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the
corporation) the number of shares of any series. If the number of shares of
any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

SIXTH:

A. The authorized number of directors of the corporation shall be
fixed from time to time by resolution of the Board of Directors.

B. The Board of Directors, other than those directors, elected by
the holders of any series of Preferred Stock as provided for or fixed pursuant
to the provisions of Article FIFTH of this Certificate of Incorporation, shall
be divided into three classes, designated Class I, Class II and Class III, as
nearly equal in number as possible, and the term of office of directors of one
class shall expire at each annual meeting of stockholders, and in all cases as
to each director until his successor shall be elected and shall qualify or
until his earlier resignation, removal from office, death or incapacity.
Additional directorships resulting from an increase in number of directors
shall be apportioned among the classes as equally as possible. One class of
directors shall be initially elected for a term expiring at the annual meeting
of stockholders to be held in 1995, another class shall be initially elected
for a term expiring at the annual meeting of stockholders to be held in 1996,
and another class shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1997. At each succeeding annual meeting
of stockholders, a number of directors equal to the number of directors of the
class whose term expires at the time of such meeting (or, if less, the number
of directors properly nominated and qualified for election) shall be elected to
hold office until the third succeeding annual meeting of stockholders after
their election.

C. Except as otherwise provided for or fixed pursuant to the
provisions of Article FIFTH of this Certificate of Incorporation relating to
the rights of the holders of any series of Preferred Stock to elect additional
directors, and subject to the provisions hereof, newly created directorships
resulting from any increase in the authorized number of directors, and any
vacancies on the Board resulting from death, resignation, disqualification,
removal, or other cause, may be filled only by the affirmative vote of a

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majority of the remaining directors then in office, even though less than a
quorum of the Board. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or in which the vacancy
occurred, and until such director's successor shall have been duly elected and
qualified, subject to his earlier death, disqualification, resignation or
removal. Subject to the provisions of this Certificate of Incorporation, no
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.

D. The names and mailing addresses of the persons who are to serve
as the directors of the corporation until the first annual meeting of
stockholders, or until their successors are elected and qualify, are as
follows:

Carol A. Bartz
2320 Marinship Way
Sausalito, CA 94965

C. Lee Cox
425 Market Street
San Francisco, CA 94105

Donald G. Fisher
One Harrison Street
San Francisco, CA 94105

Sam Ginn
425 Market Street
San Francisco, CA 94105

James R. Harvey
600 Montgomery Street
San Francisco, CA 94111

Paul Hazen
420 Montgomery Street
San Francisco, CA 94163

Arthur Rock
One Maritime Plaza, Suite 1220
San Francisco, CA 94111

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Charles R. Schwab
101 Montgomery Street
San Francisco, CA 94104

George P. Shultz
The Hoover Institution
Stanford, CA 94305

SEVENTH: No stockholder may cumulate votes in the election of
directors.

EIGHTH:

A. The corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or
was a director or officer of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit plans (an
"Indemnitee"), against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such person. The corporation shall be
required to indemnify a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by the Board of Directors of the corporation.

B. The right to indemnification conferred by this Article EIGHTH
shall be presumed to have been relied by the Indemnitee and shall be
enforceable as a contract right. The corporation may enter into contracts to
provide individual Indemnitees with specific rights of indemnification to the
fullest extent permitted by applicable law and may create trust funds, grant
security interest, obtain letters of credit or use other means to ensure the
payment of such amounts as may be necessary to effect the rights provided in
this Article EIGHTH or in any such contract.

C. Upon making a request for indemnification, the Indemnitee shall
be presumed to be entitled to indemnification under this Article EIGHTH and the
corporation shall have the burden of proof to overcome that presumption in
reaching any contrary determination. Such indemnification shall include the
right to receive payment in advance of any expenses incurred by the Indemnitee
in connection with any Proceeding, consistent with the provisions of applicable
law.

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D. Any repeal or modification of the foregoing provisions of this
Article EIGHTH shall not adversely affect any right or protection of any
Indemnitee existing at the time of such repeal or modification.

NINTH: A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any repeal
or modification of the foregoing sentence shall not adversely affect any right
or protection of a director of the corporation existing hereunder with respect
to any act or omission occurring prior to such repeal or modification.

TENTH: Any action required or permitted to be taken by
stockholders of the corporation must be taken at a duly called annual or
special meeting of stockholders of the corporation, and no action may be taken
by the written consent of the stockholders.

ELEVENTH: Notwithstanding any other provision of this
Certificate of Incorporation to the contrary, outstanding shares of stock of
the corporation shall always be subject to redemption by the corporation, by
action of the Board of Directors, if in the judgment of the Board of Directors
such action should be taken, pursuant to applicable law, to the extent
necessary to prevent the loss or secure the reinstatement of any license or
franchise from any governmental agency held by the corporation or any of its
subsidiaries to conduct any portion of the business of the corporation or any
of its subsidiaries, which license or franchise is conditioned upon some or all
of the holders of the corporation's stock possessing prescribed qualifications.
The terms and conditions of such redemption shall be as follows:

(a) the redemption price of the shares to be redeemed
pursuant to this Article ELEVENTH shall be equal to the Fair Market
Value of such shares;

(b) the redemption price of such shares may be paid in
cash, Redemption Securities or any combination thereof;

(c) if less than all the shares held by Disqualified
Holders are to be redeemed, the shares to be redeemed shall be selected
in such manner as shall be determined by the Board of Directors, which
may include selection first of the most recently purchased shares
thereof, selection by lot or selection in any other manner determined by
the Board of Directors;

(d) at least 30 days' advance written notice of the
Redemption Date shall be given to the record holders of the shares
selected to be redeemed

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(unless waived in writing by any such holder), provided that the
Redemption Date may be the date on which written notice shall be given
to record holders if the cash or Redemption Securities necessary to
effect the redemption shall have been deposited in trust for the benefit
of such record holders and subject to immediate withdrawal by them upon
surrender of the stock certificates for their shares to be redeemed; and

(e) from and after the Redemption Date, any and all rights
of the holders of shares selected for redemption (including without
limitation any rights to vote or receive dividends), shall cease and
terminate and they shall thenceforth be entitled only to receive the
cash or Redemption Securities payable upon redemption.

For purposes of this Article ELEVENTH:

(i) "Disqualified Holder" shall mean any person whose
holding of shares of stock of the corporation, either individually or
when taken together with the holding of shares of stock of the
corporation by any other persons, may result, in the judgment of the
Board of Directors, in the loss of, or the failure to secure the
reinstatement of, any license or franchise from any governmental agency
held by the corporation or any of its subsidiaries to conduct any
portion of the business of the corporation or any of its subsidiaries.

(ii) "Fair Market Value" of a share of the corporation's
stock of any class or series shall mean the average of the Closing
Prices for such a share for each of the 45 most recent days on which
shares of stock of such class or series shall have been traded preceding
the day on which notice of redemption shall be given pursuant to
Paragraph (d) of this Article ELEVENTH; provided, however, that if
shares of stock of such class or series are not traded on any securities
exchange or in the over-the-counter market, "Fair Market Value" shall be
determined by the Board of Directors in good faith. "Closing Price" on
any day means the reported closing sales price or, in case no such sale
takes place, the average of the reported closing bid and asked prices on
the principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, the highest closing sales
price or bid quotation for such stock on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then
in use, or if no such prices or quotations are available, the fair
market value on the day in question as determined by the Board of
Directors in good faith.

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(iii) "Redemption Date" shall mean the date fixed by the
Board of Directors for the redemption of any shares of stock of the
corporation pursuant to this Article ELEVENTH.

(iv) "Redemption Securities" shall mean any debt or equity
securities of the corporation, any of its subsidiaries or any other
corporation, or any combination thereof, having such terms and
conditions as shall be approved by the Board of Directors and which,
together with any cash to be paid as part of the redemption price, in
the opinion of any nationally recognized investment banking firm
selected by the Board of Directors (which may be a firm which provides
other investment banking, brokerage or other services to the
corporation), has a value, at the time notice of redemption is given
pursuant to Paragraph (d) of this Article ELEVENTH, at least equal to
the price required to be paid pursuant to Paragraph (a) of this Article
ELEVENTH (assuming, in the case of Redemption Securities to be publicly
traded, such Redemption Securities were fully distributed and subject
only to normal trading activity).

TWELFTH: The Board of Directors is expressly authorized to
make, amend or repeal the by-laws of the corporation, without any action on the
part of the stockholders, solely by the affirmative vote of at least 66-2/3% of
the directors of the corporation then in office. In addition to any other vote
required by law, the by-laws may be amended or repealed by the stockholders by
the affirmative vote of the holders of shares representing at least 66-2/3% of
the combined voting power of the outstanding shares of capital stock of the
corporation entitled to vote.

THIRTEENTH: In addition to any other vote required by law, the
amendment or repeal of Articles SIXTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH,
TWELFTH and THIRTEENTH shall require the approval of the holders of shares
representing at least 66- 2/3% of the combined voting power of the outstanding
shares of capital stock of the corporation entitled to vote.

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I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying,
under penalties of perjury, that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 16th day of
September, 1994.

Kristina Veaco
--------------
Incorporator

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EXHIBIT 3.ii

B Y - L A W S

AIRTOUCH COMMUNICATIONS, INC.

ARTICLE I
Principal Office

Section 1. The principal executive office for the transaction of the
business of the corporation is hereby fixed and located at 425 Market Street,
San Francisco, California 94105. The board of directors may change said
principal executive office from one location to another.

ARTICLE II
Meetings of Stockholders

Section 1. All meetings of the stockholders shall be held at any place
within or without the State of California which may be designated by the board
of directors. In the absence of any such designation, stockholders' meetings
shall be held at the principal executive office of the corporation.

Section 2. The annual meeting of the stockholders of the corporation
shall be held on such date and at such time as shall be determined by the board
of directors (but not more than 13 months after the date of the preceding
annual meeting). At such meeting, directors shall be elected and any other
proper business may be transacted which is within the powers of the
stockholders. Written notice of each annual meeting shall be given to each
stockholder entitled to vote either personally or by United States mail or
other means of written communication (which includes, without limitation and
wherever used in these by-laws, telegraphic and facsimile communication),
charges prepaid, addressed to each stockholder at the address appearing on the
books of the corporation, or given by the stockholder to the corporation for
the purpose of notice.

All such notices shall be given to each stockholder entitled thereto not
less than 10 days nor more than 60 days before each annual meeting, except as
otherwise required by law. Any such notice shall be deemed to have been given
at the time when delivered personally or deposited in the United States mail or
delivered to a common carrier for

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transmission to the recipient or actually transmitted by the person giving the
notice by electronic means to the recipient or sent by other means of written
communication.

Such notices shall state:

(a) the place, date and hour of the meeting;

(b) those matters which the board, at the time of the
mailing of the notice, intends to present for action by the
stockholders;

(c) if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by management for
election; and

(d) such other matters, if any, as may be expressly
required by law.

Section 3. Special meetings of the stockholders for the purpose of
taking any action permitted to be taken by the stockholders under the General
Corporation Law of the State of Delaware and the certificate of incorporation
of this corporation, may be called only by the chairman of the board, the chief
executive officer or the president, or by any executive vice president or vice
president, or by the board of directors.

Upon request in writing delivered either in person or by registered or
certified mail, return receipt requested, to the chairman, chief executive
officer, president or secretary by any person entitled to call a special
meeting of stockholders, it shall be the duty of such chairman, chief executive
officer, president or secretary forthwith to cause to be given to the
stockholders entitled thereto notice of such meeting to be held on a date not
less than 20 nor more than 90 days after the receipt of such request, as such
officer may fix. If such notice is not given within 40 days after the delivery
of or mailing of such request, the persons calling the meeting may fix the time
of meeting and give notice thereof as in the manner hereinafter provided, or
cause such notice to be given by any designated representative.

Except where express provision is made by statute, notice of such
special meetings shall be given in the same manner and contain the same
statements as required for annual meetings of stockholders. Notice of any
special meeting shall also specify the purpose or purposes of such meeting and
no other business may be transacted at such meeting.

Section 4. The presence in person or by proxy of the holders of a
majority in voting power of the outstanding shares of stock entitled to vote at
the meeting shall constitute a quorum for the transaction of business. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a

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quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum. In the absence of a
quorum, any meeting of stockholders may be adjourned from time to time by the
vote of a majority in voting power of the outstanding shares represented at the
meeting either in person or by proxy, but no other business may be transacted
except as provided in the preceding sentence.

Section 5. In any election of directors, the candidates receiving the
highest number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.

Section 6. To be properly brought before the annual meeting, business
must be either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before the meeting by a
stockholder of record. In addition to any other applicable requirements, for
business to be properly brought before the annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the corporation,
addressed to the attention of the Secretary of the corporation, within the time
specified in the federal proxy rules for timely submission of a stockholder
proposal for inclusion of such proposal in the proxy statement of the
corporation or, if not within such time, then not less than 35 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 50 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must
be so received by the earlier of (a) the close of business on the 15th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever first occurs, and (b) two
days prior to the date of the meeting. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of the
corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business. Notwithstanding
anything in these by- laws to the contrary, no business shall be conducted at
the annual meeting except in accordance with the procedures set forth in this
Section 6; provided, however, that nothing in this Section 6 shall be deemed to
preclude discussion by any stockholder of any business properly brought before
the annual meeting.

The Chairman of the board of directors shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6, and if
he should so determine, he shall

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so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

Section 7. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations
of persons for election to the board of directors at the annual meeting, by or
at the direction of the board of directors, may be made by any Nominating
Committee or person appointed by the board of directors; nominations may also
be made by any stockholder of record of the corporation entitled to vote for
the election of directors at the meeting who complies with the notice
procedures set forth in this Section 7. Such nominations, other than those
made by or at the direction of the board of directors, shall be made pursuant
to timely notice in writing to the Secretary of the corporation. To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the corporation addressed to the attention of
the Secretary of the corporation not less than 35 days prior to the meeting;
provided, however, that, in the case of an annual meeting and in the event that
less than 50 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must
be so received not later than the earlier of (a) the close of business on the
15th day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made, whichever first occurs, or (b) two
days prior to the date of the meeting. Such stockholder's notice to the
Secretary shall set forth (a) as to each person whom the stockholder proposes
to nominate for election or reelection as a director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the corporation which are beneficially owned by the person,
(iv) a statement as to the person's citizenship, and (v) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice, (i) the name and
record address of the stockholder and (ii) the class, series and number of
shares of capital stock of the corporation which are beneficially owned by the
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as director of the
corporation. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth
herein.

In connection with any annual meeting, the Chairman of the board of
directors shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

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ARTICLE III
Board of Directors

Section 1. Subject to the provisions of the General Corporation Law of
the State of Delaware and any limitations in the certificate of incorporation
and these by-laws as to action to be authorized or approved by the
stockholders, the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised by or under the direction of the board
of directors. Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that the board of directors
shall have the following powers:

First: To conduct, manage and control the affairs and business
of the corporation and to make such rules and regulations therefor, not
inconsistent with law or with the articles of incorporation or with the
by-laws, as they may deem best;

Second: To elect and remove at pleasure the officers, agents
and employees of the corporation, prescribe their duties and fix their
compensation;

Third: To authorize the issue of shares of stock of the
corporation from time to time upon such terms as may be lawful;

Fourth: To borrow money and incur indebtedness for the purposes
of the corporation and to cause to be executed and delivered therefor,
in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of debt and
securities therefor; and

Fifth: To alter, repeal or amend, from time to time, and at any
time, these by-laws and any and all amendments of the same, and from
time to time, and at any time, to make and adopt such new and additional
by-laws as may be necessary and proper, subject to the power of the
stockholders to adopt, amend or repeal such by-laws, or to revoke the
delegation of authority of the directors, as provided by law or by
Article VI of these by-laws.

ARTICLE IV
Meetings of Directors

Section 1. Regular meetings of the board of directors shall be held at
any place within or without the State of California that has been designated
from time to time by the board of directors. In the absence of such
designation, regular meetings shall be held at

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the principal executive office of the corporation, except as provided in
Section 2 of this Article. Special meetings of the board of directors may be
held at any place within or without the State of California which has been
designated in the notice of the meeting, or, if not designated in the notice or
if there is no notice, at the principal executive office of the corporation.

Section 2. Immediately following each annual meeting of the
stockholders there shall be a regular meeting of the board of directors of the
corporation at the place of said annual meeting or at such other place as shall
have been designated by the board of directors for the purpose of organization,
election of officers and the transaction of other business. Other regular
meetings of the board of directors shall be held without call on such date and
time as may be fixed by the board of directors; provided, however, that should
any such day fall on a legal holiday, then said meeting shall be held at the
same time on the next business day thereafter ensuing which is not a legal
holiday. Notice of regular meetings of the directors is hereby dispensed with
and no notice whatever of any such meeting need be given, provided that notice
of any change in the time or place of regular meetings shall be given to all of
the directors in the same manner as notice for special meetings of the board of
directors.

Section 3. Special meetings of the board of directors for any purpose
or purposes may be called at any time by the chairman of the board, chief
executive officer or president or, if the chairman of the board, chief
executive officer and the president are all absent or are unable or refuse to
act, by any two directors. Notice of the time and place of special meetings
shall be delivered personally or by telephone to each director, or sent by
first-class mail or telegram or facsimile transmission, charges prepaid,
addressed to him or her at his or her home or office address as they appear
upon the records of the corporation or, if not so shown on the records and not
readily ascertainable, at the place at which the meetings of the directors are
regularly held. In case such notice is mailed, it shall be deposited in the
United States mail at least four days prior to the time of the holding of the
meeting. In case such notice is telegraphed or sent by facsimile transmission,
it shall be delivered to a common carrier for transmission to the director or
actually transmitted by the person giving the notice by electronic means to the
director at least 48 hours prior to the time of the holding of the meeting. In
case such notice is delivered personally or by telephone as above provided, it
shall be so delivered at least eight hours prior to the time of the holding of
the meeting. Any notice given personally, by facsimile or by telephone may be
communicated to either the director or to a person at the office of the
director whom the person giving the notice has reason to believe will promptly
communicate it to the director. Such deposit in the mail, delivery to a common
carrier, transmission by electronic means or delivery, personally or by
telephone, as above provided, shall be due, legal and personal notice to such
directors. The notice need not specify the place of the meeting if the meeting
is to be held at the principal executive office of the corporation, and need
not specify the purpose of the meeting.

6
<PAGE> 7
Section 4. Presence of a majority of the then authorized number of
directors at a meeting of the board of directors constitutes a quorum for the
transaction of business, except as hereinafter provided. Members of the board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided that any action taken is approved by at least a majority of the
required quorum for such meeting. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.
If the meeting is adjourned for more than 24 hours, notice of any adjournment
to another time or place shall be given prior to the time of the adjourned
meeting to the directors who were not present at the time of the adjournment.

Section 5. Notice of a meeting need not be given to any director who
signs a waiver of notice or consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such director. All such waivers, consents and approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.

Section 6. Any action required or permitted to be taken by the board of
directors may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to such action, and such
written consent or consents shall be filed with the minutes of the proceedings
of the board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.

Section 7. The provisions of this Article IV shall also apply, with
necessary changes in points of detail, to committees of the board of directors,
if any, and to actions by such committees (except (i) for the first sentence of
Section 2 of this Article IV, which shall not apply, (ii) that special meetings
of a committee may also be called at any time by any member of the committee
and (iii) that any committee may by resolution adopt provisions governing
notice of committee meetings that are different from the provisions of Section
3 of this Article IV), unless otherwise provided by these by-laws or by the
resolution of the board of directors designating such committees. For such
purpose, references to "the board" or "the board of directors" shall be deemed
to refer to each such committee and references to "directors" or "members of
the board" shall be deemed to refer to members of the committee. Committees of
the board of directors may be designated, and shall be subject to the
limitations on their authority, as provided in Section 141(c) of the General
Corporation Law of the State of Delaware. The appointment of members or
alternate members of a committee requires the vote of a majority of the
authorized number of directors.

7
<PAGE> 8
ARTICLE V
Officers

Section 1. The officers of the corporation shall be a chairman of the
board, chief executive officer or a president, or all of the foregoing, a
secretary, a chief financial officer and a treasurer. The corporation may also
have, at the discretion of the board of directors, one or more executive vice
presidents, senior vice presidents and vice presidents, a general counsel, a
treasurer, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be designated from time to time by the board of
directors. Any number of offices may be held by the same person. The officers
shall be elected by the board of directors and shall hold office at the
pleasure of such board.

Chairman of the Board

Section 2. The chairman of the board, if there be such officer, shall,
if present, preside at all meetings of the board of directors and exercise and
perform such other powers and duties as may be from time to time assigned to
him or her by the board of directors or prescribed by the by-laws. If there is
not a chief executive officer, the chairman of the board shall, in addition, be
the general manager and chief executive officer of the corporation and shall
have the powers and duties prescribed in Section 3 of Article V of these
by-laws.

Chief Executive Officer

Section 3. Subject to such powers and duties, if any, as may be
prescribed by these by-laws or the board of directors for the chairman of the
board, if there be such officer, the chief executive officer shall, subject to
the control of the board of directors, have general supervision, direction and
control of the business and officers of the corporation. He or she shall
preside at all meetings of the stockholders and, in the absence of the chairman
of the board, or if there be none, at all meetings of the board of directors.
He or she shall have all the powers and shall perform all of the duties which
are ordinarily inherent in the office of chief executive officer of a
corporation, and he or she shall have such further powers and shall perform
such further duties as may be prescribed for him or her by the board of
directors.

President

Section 4. In the absence or disability of the chief executive officer,
or if there be none, the president shall perform all of the duties of the chief
executive officer, and when so acting shall have all of the powers of and be
subject to all of the restrictions upon the

8
<PAGE> 9
chief executive officer. The president shall have such other duties as from
time to time may be prescribed for him by the board of directors.

Executive Vice Presidents and Vice Presidents

Section 5. In the absence or disability or refusal to act of the
president, the executive vice presidents and vice presidents in order of their
rank as fixed by the board of directors or, if not ranked, the executive vice
presidents or vice president designated by the president or the board of
directors, shall perform all of the duties of the president and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president. The executive vice presidents and vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them, respectively, by the board of directors or the by-laws.

Secretary

Section 6. The secretary shall keep or cause to be kept at the
principal executive office of the corporation or such other place as the board
of directors may order, a book of minutes of all proceedings of the
stockholders, the board of directors and committees of the board, with the time
and place of holding, whether regular or special, and if special how
authorized, the notice thereof given, the names of those present at directors'
and committee meetings, and the number of shares present or represented at
stockholders' meetings. The secretary shall keep or cause to be kept at the
principal executive office or at the office of the corporation's transfer agent
a record of stockholders or a duplicate record of stockholders showing the
names of the stockholders and their addresses, the number of shares and classes
of shares held by each, the number and date of certificates issued for the same
and the number and date of cancellation of every certificate surrendered for
cancellation. The secretary or an assistant secretary or, if they are absent
or unable or refuse to act, any other officer of the corporation, shall give or
cause to be given notice of all the meetings of the stockholders, the board of
directors and committees of the board required by the by-laws or by law to be
given, and he or she shall keep the seal of the corporation, if any, in safe
custody and shall have such other powers and perform such other duties as may
be prescribed by the board of directors or by the by-laws.

Assistant Secretaries

Section 7. It shall be the duty of the assistant secretaries to assist
the secretary in the performance of his or her duties and generally to perform
such other duties as may be delegated to them by the board of directors.

9
<PAGE> 10
Chief Financial Officer

Section 8. The chief financial officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and records of
account of the corporation. He or she shall receive and deposit all moneys and
other valuables belonging to the corporation in the name and to the credit of
the corporation and shall disburse the same only in such manner as the board of
directors or the appropriate officers of the corporation may from time to time
determine, shall render to the chief executive officer and the board of
directors, whenever they request it, an account of all his or her transactions
as chief financial officer and of the financial condition of the corporation,
and shall perform such further duties as the board of directors may require.

Treasurer and Assistant Treasurers

Section 9. The treasurer of the corporation shall have such duties as
may be specified by the chief financial officer to assist the chief financial
officer in the performance of his or her duties. It shall be the duty of the
assistant treasurers to assist the treasurer in the performance of his or her
duties and generally to perform such other duties as may be delegated to them
by the board of directors.

General Counsel

Section 10. In the absence or disability or refusal to act of the
senior vice president-legal (if any), the general counsel shall perform all of
the duties of the senior vice president-legal and when so acting shall have all
of the powers of and be subject to all of the restrictions upon the senior vice
president-legal. The general counsel shall have such other powers and perform
such other duties as from time to time may be prescribed for him or her by the
board of directors, the by-laws, or the senior vice president-legal (if any).

ARTICLE VI
Amendments

Section 1. New by-laws may be adopted, or these by-laws may be amended
or repealed, by the affirmative vote of the holders of shares representing as
least 66-2/3% of the combined voting power of the outstanding shares of capital
stock of the corporation entitled to vote, except as otherwise provided by law
or by the certificate of incorporation or these by-laws.

Section 2. Subject to the right of stockholders as provided in Section
1 of this Article to adopt, amend or repeal by-laws, and except as otherwise
provided by law or by the certificate of incorporation, by-laws, other than a
by-law or amendment thereof

10
<PAGE> 11
changing the authorized maximum or minimum number of directors, may be adopted,
amended or repealed by the affirmative vote of at least 66-2/3% of the
directors of the corporation then in office, which shall include the
affirmative vote of at least one director of each class of the board of
directors if the board shall then be divided into classes.

<PAGE> 1

EXHIBIT 4

AIRTOUCH COMMUNICATIONS, INC.

and

THE BANK OF NEW YORK

Rights Agent

Rights Agreement

Dated as of September 19, 1994

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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

3. Issue of Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Form of Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed,
Lost or Stolen Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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

8. Cancellation and Destruction of Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

9. Reservation and Availability of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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

11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights . . . . . . . . . . . . . . . . . . 10

12. Certificate of Adjusted Purchase Price or Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power . . . . . . . . . . . . . . . . . . . . . . 18

14. Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

15. Fractional Rights and Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

16. Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

17. Agreement of Rights Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

18. Rights Certificate Holder Not Deemed a Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

19. Concerning the Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

20. Merger or Consolidation or Change of Name of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

21. Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

22. Change of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

23. Issuance of New Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
24. Redemption, Termination and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

25. Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

27. Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

28. Determination and Actions by the Board of Directors, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

29. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

30. Benefits of This Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

31. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

32. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

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

34. Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Exhibit A -- Form of Certificate of Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Exhibit B -- Form of Rights Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

</TABLE>

ii
<PAGE> 4

RIGHTS AGREEMENT

THIS AGREEMENT is dated as of September 19, 1994 between AIRTOUCH
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and THE BANK OF
NEW YORK, a New York corporation (the "Rights Agent").

W I T N E S S E T H:

WHEREAS, the Company proposes to enter into an Agreement and Plan of
Merger (the "Merger Agreement") with AirTouch Communications, a California
Corporation and sole stockholder of the Company ("ATI California"), and ATI
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Merger Sub") pursuant to which Merger Sub will be merged (the
"Merger") with and into ATI California, which will thereafter be a wholly owned
subsidiary of the Company; and

WHEREAS, the Board of Directors of the Company wishes to provide for
the issuance of one Right (subject to adjustment as provided herein) for each
share of Common Stock, par value $.01 per share, of the Company ("Common
Stock") issued on or after the date of the Merger (whether originally issued or
delivered from the Company's treasury) and prior to the earlier of the
Distribution Date and the Expiration Date, as such terms are hereinafter
defined (with Rights also to be issued in connection with certain issuances of
Common Stock after the Distribution Date, as provided more fully herein), each
Right representing the right to purchase one one-hundredth of a share of Series
A Participating Preferred Stock of the Company having the rights, powers and
preferences set forth in the form of Certificate of Designation 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 hereto hereby agree as follows:

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

(a) "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all Affiliates (as
such term is hereinafter defined) and Associates (as such term is hereinafter
defined) of such Person, shall, after the date of the Merger, be the Beneficial
Owner (as such term is hereinafter defined) of securities representing 10% or
more of the shares of Common Stock then outstanding or who was such a
Beneficial Owner at any time after the date of the Merger, whether or not such
Person continues to be the Beneficial Owner of securities representing 10% or
more of the outstanding shares of Common Stock. Notwithstanding the foregoing,
(i) in no event shall a Person who or which, together with all Affiliates and
Associates of suchPerson, is the Beneficial Owner of less than 10% of the
Company's outstanding shares of Common Stock become an Acquiring Person solely
as a result of a reduction of the number of shares of outstanding Common

1
<PAGE> 5
Stock, including repurchases of outstanding shares of Common Stock by the
Company, which reduction increases the percentage of outstanding shares of
Common Stock beneficially owned by such Person (provided that any subsequent
increase in the amount of Common Stock beneficially owned by such Person,
together with all Affiliates and Associates of such Person, without the prior
approval of the Company shall cause such Person to be an Acquiring Person);
(ii) the term Acquiring Person shall not mean (A) the Company, (B) any
subsidiary of the Company (as such term is hereinafter defined), (C) any
employee benefit plan of the Company or any of its subsidiaries, (D) any entity
holding securities of the Company organized, appointed or established by the
Company or any of its subsidiaries for or pursuant to the terms of any such
plan or (E) U S WEST, Inc., a Colorado corporation, or its Affiliates or
Associates (collectively, "USW"), solely as a result of USW having become the
Beneficial Owner of shares of Common Stock pursuant to the Agreement of
Exchange dated as of July 25, 1994 between the Company and USW, provided that
USW shall be in substantial compliance (as determined by the Board of Directors
of the Company in its discretion) with the terms of the Investment Agreement
dated as of July 25, 1994 between the Company and USW, as amended from time to
time, and further provided that upon termination of Section 5.1 of the
Investment Agreement, USW does not become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to stock dividends,
stock subdivisions and the like); and (iii) no Person shall be deemed to be an
Acquiring Person if within five business days after such Person would otherwise
have become an Acquiring Person (but for the operation of this clause (iii),
such Person notifies the Board of Directors that such Person did so
inadvertently and within two business days after such notification, such Person
is the Beneficial Owner of less than 10% of the outstanding shares of Common
Stock.

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

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

(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right or obligation to
acquire (whether such right or obligation is exercisable or
effective 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 (other than the Rights),
warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the "Beneficial Owner" of, or to
"beneficially

<PAGE> 6
own," 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
payment or exchange; or (B) the right to vote 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 clause (B) if the agreement,
arrangement or understanding to vote such security (1) 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 rules and regulations of the
Exchange Act and (2) 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) (other than customary
agreements with and between underwriters and selling group
members with respect to a bona fide public offering of
securities), or with which such Person or any of such Person's
Affiliates have otherwise formed a group, for the purpose of
acquiring, holding, voting (except pursuant to a revocable
proxy as described in clause (B) of subparagraph (ii) of this
paragraph (d)) or disposing of any securities of the company.

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

(e) "Close of business" on any given date shall mean 5
P.M., San Francisco time, on such date; provided, however, that if
such date is not a Business Day it shall mean 5 P.M., San Francisco
time, on the next succeeding Business Day.

(f) "Common Stock" shall mean the Common Stock, par value
$.01 per share, of the Company, except that "Common Stock" when used
with reference to stock issued by any Person other than the Company
shall mean the capital stock with the greatest voting power, or the
equity securities or other equity interest having power to control or
direct the management, of such Person or, if such Person is a
subsidiary of another Person, of the Person which ultimately controls
such first- mentioned Person and which has issued and outstanding such
capital stock, equity securities or equity interests.

(g) "Person" shall mean any individual, firm,
corporation, partnership, joint venture, association, trust or other
entity.

3
<PAGE> 7

(h) "Preferred Stock" shall mean the Series A
Participating Preferred Stock, par value $.01 per share, of the
Company.

(i) "Stock Acquisition Date" shall mean the first date of
public announcement by the Company or an Acquiring Person that an
Acquiring Person has become such.

(j) A "subsidiary" of any Person shall mean any
corporation or other entity of which a majority of the voting power of
the voting equity securities or voting interests is owned, directly or
indirectly, by such Person, or which is otherwise controlled by such
Person.

(k) "Voting power" shall mean the voting power of all
securities of the Company then outstanding and generally entitled to
vote for the election of directors of the Company.

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 upon ten days' prior written notice to the Rights Agent.
The Rights Agent shall have no duties to supervise, and shall in no event be
liable for the acts or omissions of any such Co-Rights Agent. In the event the
Company appoints one or more Co-Rights Agents, the respective duties of the
Rights Agents and any Co-Rights Agents shall be as the Company shall determine.

3. Issue of Rights Certificates.

(a) Until the earlier of (i) the Stock Acquisition Date or (ii)
the tenth day (or such later date as may be determined by action of the Board
of Directors) after the date of the commencement of, or first public
announcement of the intent of any Person (other than the Company, any
subsidiary of the Company, or any employee benefit plan of the Company or any
of its subsidiaries) to commence (which intention to commence remains in effect
for five Business Days after such announcement), a tender or exchange offer
which would result in such Person becoming an Acquiring Person (including any
such date which is on or after the date of this Agreement and prior to the
issuance of the Rights) (the earlier of such dates being herein referred to as
the "Distribution Date"), (x) the Rights shall be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for 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 (and the right to
receive certificates therefor) shall be transferable only in connection with
the transfer of the underlying shares of Common Stock. As soon as practicable
after the Distribution Date, the Rights Agent shall send, at the Company's
expense, 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, a certificate
for Rights, in substantially the form of Exhibit B hereto (the "Rights
Certificates"), evidencing one Right for each share of Common

<PAGE> 8
Stock so held. As of and after the Distribution Date, the Rights shall be
evidenced solely by such Rights Certificates.

Until the Distribution Date (or earlier redemption, expiration or
termination of the Rights), the Rights shall be evidenced by such certificates
for the Common Stock and the registered holders of the Common Stock shall also
be the registered holders of the associated Rights. Until the Distribution
Date (or earlier redemption, expiration or termination of the Rights), the
surrender for transfer of any of the certificates for the Common Stock
outstanding on or after the date of the Merger, shall also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.

(b) Certificates issued for Common Stock (including, without
limitation, certificates issued upon transfer or exchange of Common Stock, and
whether originally issued or delivered from the Company's treasury) on or after
the date of the Merger, but prior to the earlier of the Distribution Date or
the Expiration Date (as such term is hereinafter defined), shall be deemed also
to be certificates for Rights, and shall have impressed, printed, stamped,
written or otherwise affixed onto them the following legend:

This certificate also evidences and entitles the holder hereof
to certain Rights as set forth in a Rights Agreement between AirTouch
Communications, Inc. (the "Company") and The Bank Of New York (the "Rights
Agent") dated as of September 19, 1994 (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 may be redeemed, may expire, or
may 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 without charge within five days after receipt of a
written request therefor. Under certain circumstances, Rights issued to
Acquiring Persons (as defined in the Rights Agreement) or certain related
Persons and any subsequent holder of such Rights may become null and void.With
respect to such certificates containing the foregoing legend, until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), the Rights associated with the Common Stock represented by such
certificates shall be evidenced by such certificates alone, and the surrender
for transfer of any of such certificates shall also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.

4. Form of Rights Certificates.

(a) The Rights Certificates (and the forms of election to purchase
shares and of assignment and certificates 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

5
<PAGE> 9
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 23 hereof, the Rights Certificates, whenever distributed, shall be
dated as of the date of the Merger, and on their face shall entitle the holders
thereof to purchase such number of one one-hundredths of a share of Preferred
Stock as shall be set forth therein at the price per one one-hundredth of a
share set forth therein (the "Purchase Price"), but the number of such shares
and the Purchase Price shall be subject to adjustment as provided herein.

(b) Any Rights Certificate issued pursuant to Section 3(a) hereof
that represents Rights beneficially owned by an Acquiring Person or any
Associate or Affiliate thereof and any Rights Certificate issued at any time
upon the transfer of any Rights to such an Acquiring Person or any Associate or
Affiliate thereof or to any nominee of such Acquiring Person, Associate or
Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section
11 upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain the following legend:

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

The provisions of Section 7(e) of this Rights Agreement shall be operative
whether or not the foregoing legend is contained on any such Rights
Certificate.

5. Countersignature and Registration. The Rights Certificates
shall be executed on behalf of the Company by its Chairman of the Board, any
Vice 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 whichshall 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.

Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its office designated for such purpose, books for registration
and transfer of the Rights Certificates issued hereunder. Such books shall
show the names and addresses of the

<PAGE> 10
respective holders of the Rights Certificates, the number of Rights evidenced
on its face by each of the Rights Certificates and the date of each of the
Rights Certificates.

6. Transfer, Split Up, Combination and Exchange of Rights
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
Subject to the provisions of Section 15 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 may be transferred,
split up, combined or exchanged for another Rights Certificate or Rights
Certificates, entitling the registered holder to purchase a like number of
shares of Preferred Stock as the Rights Certificate or Rights Certificates
surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate
shall make such request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Rights Certificates to be transferred,
split up, combined or exchanged at the office of the Rights Agent. Thereupon
the Rights Agent shall 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.

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 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, 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 shall 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.

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

(a) The registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole or
in part at any time after the Distribution Date upon presentation of the Rights
Certificate, with the appropriate form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the office of the Rights
Agent, together with payment of the Purchase Price for each one one-hundredth
of a share of Preferred Stock (or such other number of shares or other
securities) as to which the Rights are exercised, at or prior to the earliest
of (i) the close of business on September 19, 2004 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section
24 hereof, (iii) the consummation of a transaction contemplated by Section
13(d) hereof or (iv) the time at which the Rights are exchanged as provided in
Section 24(c) hereof (such earliest time being herein referred to as the
"Expiration Date"). Notwithstanding any other provision of this Agreement, any
Person who prior to the Distribution Date becomes a record holder of shares of
Common Stock may exercise all of the rights of a registered holder of a Rights
Certificate with respect to the Rights associated with such shares of Common
Stock in accordance with and subject to the provisions of this Agreement,

7
<PAGE> 11
including the provisions of Section 7(e) hereof, as of the date such Person
becomes a record holder of shares of Common Stock.

(b) The Purchase Price for each one one-hundredth share of
Preferred Stock pursuant to the exercise of a Right shall initially be $80,
shall be subject to adjustment from time to time as provided in Sections 11 and
13 hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below.

(c) Upon receipt of a Rights Certificate representing exercisable
Rights, with the appropriate form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the shares (or other
securities or property) to be purchased and an amount equal to any applicable
transfer tax (as determined by the Rights Agent) in cash, or by certified check
or bank draft payable to the order of the Company, the Rights Agent shall,
subject to Section 21(k), 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) certificates for the number of shares 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, in
its sole discretion, shall have elected to deposit the shares of Preferred
Stock issuable upon exercise of the Rights hereunder into a depositary,
requisition from the depositary agent depositary receipts representing such
number of one one-hundredths 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 shall direct the depositary agent to comply
with such request, (ii) when appropriate, requisition from the Company the
amount of cash, if any, to be paid in lieu of issuance of fractional shares in
accordance with Section 15, (iii) promptly 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) when appropriate, after
receipt promptly deliver such cash to or upon the order of the registered
holder of such Rights Certificate. In the event that the Company is obligated
to issue other securities of the Company, and/or distribute other property
pursuant to Section 11(a), the Company shall make all arrangements necessary so
that such other securities and/or property are available for distribution by
the Rights Agent, if and when appropriate. In addition, in the case of an
exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights
Agent shall return such Rights Certificate to the registered holder thereof
after imprinting, stamping or otherwise indicating thereon that the rights
represented by such Rights Certificate no longer include the rights provided by
Section 11(a)(ii) of the Rights Agreement and if less than all the Rights
represented by such Rights Certificate were so exercised, the Rights Agent
shall indicate on the Rights Certificate the number of Rights represented
thereby which continue to include the rights provided by Section 11(a)(ii).

(d) In case the registered holder of any Rights Certificate shall
exercise (except pursuant to Section 11(a)(ii)) 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 the registered holder of such Rights Certificate or to his duly authorized
assigns, subject to the provisions of Section 15 hereof.

<PAGE> 12

(e) Notwithstanding anything in this Agreement to the contrary, if
there occurs any of the events set forth in Section 11(a)(ii) then any Rights
that are or were on or after the Distribution Date beneficially owned by an
Acquiring Person or any Associate or Affiliate of an Acquiring Person shall
become null and void, without any further action, and any holder of such Rights
shall thereafter have no rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise.

(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 the certificate contained in the
appropriate form of election to purchase set forth on the reverse side of the
Rights Certificate surrendered for such exercise shall have been properly
completed and duly executed by the registered holder thereof and the Company
shall have been provided with 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.

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 Rights Agreement. The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other 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.

9. Reservation and Availability of Preferred Stock. The Company
covenants and agrees that it shall cause to be reserved and kept available out
of its authorized and unissued shares of Preferred Stock, or any authorized and
issued shares of Preferred Stock held in its treasury, the number of shares of
Preferred Stock that will be sufficient to permit the exercise in full of all
outstanding Rights and, after the occurrence of an event specified in Sections
11 and 13, shall so reserve and keep available a sufficient number of shares of
Common Stock (and/or other securities) which may be required to permit the
exercise in full of the Rights pursuant to this Agreement.

So long as the shares of Preferred Stock (and, after the occurrence of
an event specified in Section 11 and 13, any other securities) issuable upon
the exercise of the Rights may be listed on any national securities exchange,
the Company shall use its best efforts to cause, from and after such time as
the Rights become exercisable, all shares (or other securities) reserved for
such issuance to be listed on such exchange upon official notice of issuance
upon such exercise.

The Company covenants and agrees that it shall take all such action as
may be necessary to ensure that all shares of Preferred Stock and/or other
securities delivered upon exercise of Rights shall, at the time of delivery of
the certificates for such shares or

9
<PAGE> 13
other securities (subject to payment of the Purchase Price), be duly and
validly authorized and issued and fully paid and nonassessable shares or
securities.

The Company further covenants and agrees that it shall 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 or
of any certificates for shares of Preferred Stock and/or other securities 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 in respect of the issuance or
delivery of the shares of Preferred Stock and/or other securities in 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
shares of Preferred Stock, and/or other securities 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.

The Company shall use its best efforts to (i) file, if required by
law, as soon as practicable following the Distribution Date, a registration
statement under the Securities Act of 1933, as amended (the "Act"), with
respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Act and the rules and regulations thereunder) until the
Expiration Date (unless and until the Company shall have received an opinion of
counsel to the effect that the maintenance of such registration statement in
effect is no longer necessary). The Company will also take such action as may
be appropriate under the blue sky laws of the various states.

10. Preferred Stock Record Date. Each Person in whose name any
certificate for shares of Preferred Stock (or other securities) is issued upon
the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the shares of Preferred Stock (or other securities)
represented thereby on, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly presented and
payment of the Purchase Price (and any applicable transfer taxes) was made;
provided, however, that if the date of such presentation and payment is a date
upon which the Preferred Stock (or other securities) transfer books of the
Company are closed, such Person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock (or other securities)
transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate, as such, 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.

11. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. The Purchase Price, the number of shares covered by each
Right and the

<PAGE> 14
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 in Section
7(e), the Purchase Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of shares of
capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right exercised after such time shall be
entitled to receive the aggregate number and kind of shares of capital
stock and other securities which, if such Right had been exercised
immediately prior tosuch date and at a time when the Preferred Stock
transfer books of the Company were open, he 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 Section 11(a)(i) and
Section 11(a)(ii), the adjustment provided for in this Section
11(a)(i) shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii).

(ii) Subject to Section 24(c) of this Agreement, in the event
any Person, alone or together with its Affiliates and Associates,
shall become an Acquiring Person (except pursuant to a tender or
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 are not
Acquiring Persons or Affiliates or Associates thereof to be in the
best interests of the Company and its stockholders (other than the
Person or an Affiliate or Associate thereof on whose behalf the offer
is being made) (a "Permitted Offer")), then, promptly following the
first occurrence of an event described in this Section 11(a)(ii),
proper provision shall be made so that each holder of a Right, except
as provided in Section 7(e) hereof, shall, for a period of 60 days
after the later of the occurrence of any such event and the effective
date of an appropriate registration statement pursuant to Section 9,
have a right to receive, upon exercise thereof at the then current
Purchase Price in accordance with the terms of this Agreement, in lieu
of shares 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- hundredths
of a share of Preferred Stock for which a Right is then exercisable
and (y) dividing that product by 50% of the current market price per
one share of Common Stock (determined pursuant to Section 11(d)) on
the date of the occurrence of the event set forth in this subparagraph
(ii) (such number of shares being referred to as the "number of
Adjustment Shares"); provided, however,

11
<PAGE> 15
that if the transaction that would otherwise give rise to the
foregoing adjustment is also subject to the provisions of Section 13
hereof, then only the provisions of Section 13 hereof shall apply and
no adjustment shall be made pursuant to this Section 11(a)(ii); and
provided, further, that such 60-day period shall not be deemed to run
during any period in which the exercise of the Rights or the
fulfillment by the Company or the Rights Agent of its or their
obligations under their Agreement shall be enjoined or otherwise
prohibited in full or in part by any court or other governmental
agency or body.

(iii) In lieu of issuing shares of Common Stock in accordance
with Section 11(a)(ii) hereof, the Company may, if a majority of the
Board of Directors then in office determines that such action is
necessary or appropriate and not contrary to the interests of holders
of Rights, elect to (and, in the event that the Board of Directors has
not exercised the exchange right contained in Section 24(c) hereof and
there are not sufficient treasury shares and authorized but unissued
shares of Common Stock to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii), the Company shall)
take all such action as may be necessary to authorize, issue or pay,
upon the exercise of the Rights, cash (including by way of a reduction
of the Purchase Price), property, shares of Common Stock, other
securities or any combination thereof having an aggregate value equal
to the value of the shares of Common Stock which otherwise would have
been issuable pursuant to Section 11(a)(ii), which aggregate value
shall be determined by a nationally recognized investment banking firm
selected by a majority of the Board of Directors. For purposes of the
preceding sentence, the value of the Common Stock shall be determined
pursuant to Section 11(d) hereof and the value of any preferred stock
or preference stock which a majority of the Board of Directors
determines to be a "common stock equivalent" shall be deemed to have
the same value as the Common Stock. Any such election by the Board of
Directors must be made and publicly announced, with simultaneous
written notice given to the Rights Agent, within 60 days following the
date on which the event described in Section 11(a)(ii) shall have
occurred. Following the occurrence of the event described in Section
11(a)(ii) hereof, a majority of the Board of Directors then in office
may suspend the exercisability of the Rights for a period of up to 60
days following the date on which the event described in Section
11(a)(ii) shall have occurred to the extent that such directors have
not determined whether to exercise their rights of election under this
Section 11(a)(iii). In the event of any such suspension, the Company
shall issue a public announcement, and shall give simultaneous written
notice to the Rights Agent, stating that the exercisability of the
Rights has been temporarily suspended.

(b) If the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred
Stock entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase Preferred Stock
(or shares having the same or more favorable rights, privileges and
preferences as the Preferred Stock

<PAGE> 16
("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 defined in Section 11(d)) 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 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 in a consideration part or
all of which shall be in a form other than cash, the value of such
consideration shall be determined reasonably and with good faith to
the holders of Rights 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 conclusive for all
purposes. Shares of Preferred Stock owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever
such a record date is fixed; and in the event that such rights or
warrants are not so issued, the Purchase Price shall be adjusted to be
the Purchase Price which would then be in effect if such record date
had not been fixed.

(c) If the Company shall fix a record date for the making
of 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)), 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 defined in Section 11(d)) per share of Preferred
Stock on such record date, less the fair market value (as determined
reasonably and with good faith to the holders of Rights 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 conclusive for all purposes) of the portion of the
cash, assets or evidences of indebtedness so to be distributed or of
such

13
<PAGE> 17
subscription rights or warrants distributable in respect of one share
of Preferred Stock and the denominator of which shall be the current
market price (as defined in Section 11(d)) per share of the 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 again be adjusted to be the Purchase
Price which would be in effect if such record date had not been fixed.

(d) (i) For the purpose of any computation hereunder,
other than in Section 11(a)(iii), 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 30
consecutive Trading Days (as such term is hereinafter defined)
immediately prior to such date; provided, however, that in the event
that the current per share market price of the 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 or (B) any subdivision, combination
or reclassification of such Common Stock, and prior to the expiration
of 30 Trading Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the "current 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 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 of Directors of the Company. 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 reasonably and with good faith
by the Board of Directors of the Company shall be used and shall be
binding on the Rights Agent. 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

<PAGE> 18
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 determined reasonably and with good faith to the
holders of Rights 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.

(ii) For the purpose of any computation hereunder, the
"current market price" per share (or one one-hundredth of a share) of
Preferred Stock shall be determined in the same manner as set forth
above for the Common Stock in Section 11(d) (other than the last
sentence thereof). If the current market price per share (or one
one-hundredth of a 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 Section 11(d)(i),
the "current market price" per share of Preferred Stock shall be
conclusively deemed to be an amount equal to 100 (as such number may
be appropriately adjusted for such events as stock splits, stock
dividends and recapitalization 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 and the "current market
price" per one one-hundredth of a share of Preferred Stock shall be
equal to the current market price per share of the Common Stock (as
appropriately adjusted). If neither the Common Stock nor the
Preferred Stock is publicly held or so listed or traded, "current
market price" per share shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

(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 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 thousandth of a share of Common Stock or other
share or one-hundred thousandth 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 years from the date of the
transaction which mandates such adjustment or (ii) the Expiration
Date.

(f) If as a result of any provision of Section 11(a), the
holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than
Preferred Stock, thereafter the number of such other shares so
receivable upon exercise of any Right shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares contained in
Section 11(a) through (c), inclusive, and the provisions of

15
<PAGE> 19
Sections 7, 9, 10, 13 and 15 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 shares 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 Section 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-hundredths of a share
of Preferred Stock (calculated to the nearest one-hundred thousandth)
obtained by (i) multiplying (x) the number of one one-hundredths of a
share of Preferred Stock covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to
such adjustment of the Purchase Price and (ii) dividing the product so
obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in
substitution for any adjustment in the number of shares 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-hundredths 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 hundred-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 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 15 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

<PAGE> 20
Company, new Rights Certificates evidencing all the Rights to which
such holders shall be entitled after such adjustment. Rights
Certificates so to be distributed shall be issued, executed and
countersigned in the manner provided for herein (and may bear, at the
option of the Company, the adjusted Purchase Price) and shall be
registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the
Purchase Price or the number of shares 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
share and the number of shares 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 par value, if
any, of the shares of Preferred Stock, Common Stock or other
securities 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 shares of Preferred Stock, Common Stock
or other securities at such adjusted Purchase Price. If upon any
exercise of the Rights, a holder is to receive a combination of Common
Stock and common stock equivalents, a portion of the consideration
paid upon such exercise, equal to at least the then par value of a
share of Common Stock of the Company, shall be allocated as the
payment for each share of Common Stock of the Company so received.

(l) In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of a
record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuing to the holder of any
Right exercised after such record date the shares of Preferred Stock
and other capital stock or securities of the Company, if any, issuable
upon such exercise over and above the shares 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 upon the
occurrence of the event requiring such adjustment.

(m) Anything to the contrary in this Section 11
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 it in its sole
discretion shall determine to be advisable in order that any
consolidation or subdivision of the Preferred Stock, issuance wholly
for cash of any shares of Preferred Stock at less than the current
market price, issuance wholly for cash of shares of Preferred Stock or
securities which by their terms are convertible into or

17
<PAGE> 21
exchangeable for shares of Preferred Stock, stock dividends or
issuance of rights, options or warrants referred to hereinabove in
this Section 11, hereafter made by the Company to holders of its
Preferred Stock shall not be taxable to such stockholders.

(n) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after
the date of this Agreement 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 Common
Stock, (iii) combine the outstanding Common Stock into a smaller
number of shares, or (iv) issue any shares of its capital stock in a
reclassification of the outstanding Common Stock, 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 of 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.

(o) The exercise of Rights under Section 11(a)(ii) shall
only result in the loss of rights under Section 11(a)(ii) to the
extent so exercised and shall not otherwise affect the rights
represented by the Rights under this Rights Agreement, including the
rights represented by Section 13.

12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Sections 11 and 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 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 and shall not be deemed to
have knowledge of any adjustment unless and until it shall have received such
certificate.

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, (y) any Person shall consolidate with the Company,
or merge with and into the Company and the Company shall be the continuing or
surviving corporation of such merger (other than, in the case of either
transaction described in (x) or (y), a merger or consolidation which would
result in all of the voting power represented by the securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into securities of the surviving
entity) all

<PAGE> 22
of the voting power represented by the securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation and
the holders of such securities not having changed as a result of such merger or
consolidation), or (z) the Company shall sell, mortgage or otherwise transfer
(or one or more of its subsidiaries shall sell, mortgage or otherwise
transfer), in one or more 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, then, and in each such
case, proper provision shall be made so that (i) following the Distribution
Date, each holder of a Right shall 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 shares of freely tradeable Common Stock of the
Principal Party (as hereinafter defined), free and clear of liens, rights of
call or first refusal, encumbrances or other adverse claims, as shall be equal
to the result obtained by (x) multiplying the then current Purchase Price by
the number of one one- hundredths of a share of Preferred Stock for which a
Right is then exercisable (without taking into account any adjustment
previously made pursuant to Section 11(a)(ii) hereof) and (y) dividing that
product by 50% of the current market price per share of the Common Stock of
such Principal Party (determined pursuant to Section 11(d) hereof) on the date
of consummation of such consolidation, merger, sale or transfer; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such consolidation, merger, sale or transfer, all the obligations and duties of
the Company pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply to such Principal
Party; and (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common
Stock in accordance with Section 9 hereof) in connection with such consummation
as may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to its shares of Common
Stock thereafter deliverable upon the exercise of the Rights.

(b) "Principal Party" shall mean:

(i) in the case of any transaction described in (x) or (y) of
the first sentence of this Section 13, 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 the merger or
consolidation (including, if applicable, the Company, if it is the
surviving corporation); and

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

provided, however, that in any such case, (1) if the Common Stock of
such Person is not at such time and has not been continuously over the
preceding 12-month period registered under Section 12 of the Exchange
Act, and such Person is a direct or indirect subsidiary or Affiliate
of another Person, "Principal Party" shall refer to such other Person;
(2) in case such Person is a subsidiary, directly or indirectly, or
Affiliate of more

19
<PAGE> 23
than one Person, the Common Stock of two or more of which are and have
been so registered, "Principal Party" shall refer to whichever of such
Persons is the issuer of the Common Stock having the greatest
aggregate market value; and (3) in case such Person is owned, directly
or indirectly, by a joint venture formed by two or more Persons that
are not owned, directly or indirectly, by the same Person, the rules
set forth in (1) and (2) above shall apply to each of the chains of
ownership having an interest in such joint venture as if such party
were a "Subsidiary" of both or all of such joint venturers and the
Principal Parties in each such chain shall bear the obligations set
forth in this Section 13 in the same ratio as their direct or indirect
interests in such Person bear to the total of such interests.

(c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock that 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 each
Principal Party and each other Person who may become a Principal Party as a
result of such consolidation, merger, sale or transfer 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, sale
or transfer of assets mentioned in paragraph (a) of this Section 13, the
Principal Party at its own expense shall:

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

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

(iii)deliver to holders of the Rights historical financial
statements for the Principal Party and each of its Affiliates which
comply in all material 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. The rights under this Section
13 shall be in addition to the rights to exercise Rights and adjustments under
Section 11(a)(ii) and shall survive any exercise thereunder.

(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 Permitted
Offer (or a wholly owned

<PAGE> 24
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 Common Stock whose shares were purchased
pursuant to such Permitted Offer and (iii) the form of consideration being
offered to the remaining holders of Common Stock pursuant to such transaction
is the same as the form of consideration paid pursuant to such Permitted Offer.
Upon consummation of any such transaction contemplated by this subsection (d),
all Rights hereunder shall expire.

14. Additional Covenants.

(a) The Company covenants and agrees that after the Stock
Acquisition Date it shall not (i) consolidate with, (ii) merge with or into, or
(iii) sell or transfer to any other Person, in one or more 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, if at the time of or after
such consolidation, merger or sale there are any charter or by-law provisions
or any rights, warrants or other instruments outstanding or any other action
taken which would diminish or otherwise eliminate the benefits intended to be
afforded by the Rights. The Company shall not consummate any such
consolidation, merger or sale unless prior thereto the Company and such other
Person shall have executed and delivered to the Rights Agent a supplemental
agreement evidencing compliance with this subsection.

(b) The Company covenants and agrees that, after the Stock
Acquisition Date, it will not, except as permitted by Section 24 hereof, take
any action the purpose or effect of which is to diminish or otherwise eliminate
the benefits intended to be afforded by the Rights.

15. 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(n), or
to distribute Rights Certificates which evidence fractional Rights. In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Rights Certificates with regard to whichsuch fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 15(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, 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 reasonably and with good faith to the
holders of Rights by the Board of Directors of the Company shall be used and
shall be binding on the Rights Agent.

(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-hundredth

21
<PAGE> 25
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-hundredth of a share of
Preferred Stock). Fractions of shares of Preferred Stock in integral multiples
of one one-hundredth of a share of Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it, provided that
such agreement shall provide that the holders of such depositary receipts shall
have all the rights, privileges and preferences to which they are entitled as
beneficial owners of the shares of Preferred Stock represented by such
depositary receipts. In lieu of fractional shares of Preferred Stock that are
not integral multiples of one one-hundredth of a share of Preferred Stock, the
Company may pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one one-hundredth of a share of
Preferred Stock. For purposes of this Section 15(b), the current market value
of one one-hundredth of a share of Preferred Stock shall be one one-hundredth
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 one of the transactions or events
specified in Section 11 or Section 13 giving rise to the right to receive
common stock equivalents (other than Preferred Stock) or other securities upon
the exercise of a Right, the Company shall not be required to issue fractions
of shares or units of such common stock equivalents or other securities upon
exercise of the Rights or to distribute certificates which evidence fractional
shares of such common stock equivalents or other securities. In lieu of
fractional shares or units of such common stock equivalents or other
securities, the Company may pay to the registered holders of Right Certificates
at the time such Rights are exercised as herein provided an amount in cash
equal to the same fraction of the current market value of a share or unit of
such common stock equivalent or other securities. For purposes of this Section
15(c), the current market value shall be determined in the manner set forth in
Section 11(d) hereof for the Trading Day immediately prior to the date of such
exercise and, if such common stock equivalent is not traded, each such common
stock equivalent shall have the value of one one-hundredth of a share of
Preferred Stock.

(d) Except as otherwise expressly provided herein, the holder of a
Right by the acceptance of the Rights expressly waives his right to receive any
fractional Rights or any fractional shares (other than, in the case of
Preferred Stock, fractions which are integral multiples of one one-hundredth of
a share of Preferred Stock) upon exercise of a Right.

16. Rights of Action. All rights of action in respect of this
Agreement, except those rights of action vested in the Rights Agent pursuant to
Section 21, are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of
the Common Stock); and any registered holder of any Rights Certificate (or,
prior to the Distribution Date, of the Common Stock), without the consent of
the Rights Agent or of the holder of any other Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), may, in his own behalf and for his
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights

<PAGE> 26
evidenced by such Rights Certificate in the manner provided in such Rights
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and shall be entitled to specific performance of the
obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this
Agreement. Holders of Rights shall be entitled to recover the reasonable costs
and expenses, including attorneys' fees, incurred by them in any action to
enforce the provisions of this Agreement.

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

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

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

(c) the Company and the Rights Agent may deem and treat
the Person in whose name 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
RightsCertificates or the associated Common Stock certificate made by
anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

18. 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 shares of Preferred
Stock, Common Stock or any other securities of the Company which may at any
time be issuable upon 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 thereof.

19. Concerning the Rights Agent. The Company agrees to pay to the
Rights Agent such compensation as shall be agreed to in writing between the
Company and the Rights Agent 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

23
<PAGE> 27
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 arising therefrom,
directly or indirectly.

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 and executed by the proper Person
or Persons.

20. Merger or Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may
be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any corporation succeeding to the corporate
trust or stockholder 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 that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 22
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 the predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or
in the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates in
this Agreement.

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

21. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations expressly imposed by this Agreement (with no implied
duties or obligations to be read into this Agreement against the Rights Agent)
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:

<PAGE> 28

(a) The Rights Agent may consult with legal counsel
selected by it (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 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, any Vice Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company and delivered to
the Rights Agent; and such certificate shall be full authorization 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.

(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 (except as to the fact that it
has countersigned the Rights Certificates) or be required to verify
the same, but all such statements and recitals are and shall be deemed
to have been made by the Company only.

(e) The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due execution hereof by the
Rights Agent) or in respect of the validity or execution of any 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 or 13 hereof or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment (except with respect to
the exercise of Rights evidenced by Rights Certificates after receipt
of certificate pursuant to Section 12 describing any such adjustment);
nor shall it be responsible for any determination by the Board of
Directors of the Company of the current market value of the Rights or
Preferred Stock or Common Stock pursuant to the provisions of Section
15 hereof; 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 Preferred Stock or other securities to be issued
pursuant to this

25
<PAGE> 29
Agreement or any Rights Certificate or as to whether any shares
of Preferred Stock or other securities will, when so issued, be
validly authorized and issued, fully paid and nonassessable.

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

(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties
hereunder and certificates delivered pursuant to any provision hereof
from the Chairman of the Board, any Vice Chairman of the Board, the
President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer or any Assistant Treasurer of the Company, and is
authorized to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action
taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer. Any application by the Rights Agent
for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or
omitted by the Rights Agent with respect to its duties or obligations
under this Rights Agreement and the date on and/or after which such
action shall be taken or omitted and the Rights Agent shall not be
liable for any action taken or omitted in accordance with a proposal
included in any such application on or after the date specified
therein (which date shall not be less than three Business Days after
the date any such officer actually receives such application, unless
any such officer shall have consented in writing to an earlier date)
unless, prior to taking or omitting any such action, the Rights Agent
has received written instructions in response to such application
specifying the action to be taken or omitted.

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

(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and the Rights
Agent shall not be answerable or accountable for any act, omission,
default, neglect or misconduct of any such attorneys or agents or for
any loss to the Company or to the holders of the Rights resulting from
any such act, omission,

<PAGE> 30
default, neglect or misconduct, provided reasonable care was exercised
in the selection and continued employment thereof.

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

(k) If, with respect to any Rights 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 l 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.

22. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and
to each transfer agent of the Common Stock and Preferred Stock by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 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 the 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 the State of California (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 or the State of California), in
good standing, having a principal office in the State of New York or the State
of California, which is authorized under such laws to exercise corporate trust
or stockholder services powers and is subject to supervision or examination by
federal or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an
affiliate of a corporation described in clause (a) of this sentence. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of the Common
Stock and Preferred Stock, and mail a notice thereof in writing to the

27
<PAGE> 31
registered holders of the Rights Certificates. Failure to give any notice
provided for in this Section 22, 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.

23. 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 per share 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 otherwise under any
employee plan or arrangement, which plan or arrangement is existing as of the
Distribution Date, or upon the exercise, conversion or exchange of any other
securities issued by the Company on or prior to the Distribution Date, and (b)
may, in any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Right Certificates representing the appropriate
number of Rights in connection with such issuance or sale; provided, however,
that (i) no such Rights Certificates 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 Certificates would be issued, and (ii) no such
Rights Certificates shall be issued if, and to the extent that appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

24. Redemption, Termination and Exchange.

(a) (i) The Board of Directors of the Company may, at its option,
at any time prior to the earlier of (x) the Stock Acquisition Date or
(y) 5 P.M., San Francisco time, on the Final Expiration Date, redeem all but
not less than all of the then outstanding Rights at a redemption price of
$.01 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of the Merger (such
redemption price being hereinafter referred to as the "Redemption Price").

(ii) In addition, and notwithstanding the provisions of Section
24(a)(i), the Board of Directors of the Company may redeem all but not less
than all of the then outstanding Rights at the Redemption Price following the
Stock Acquisition Date but prior to any event described in Section 13(a) either
(x) in connection with any event specified in Section 13(a) in which all
holders of Common Stock are treated alike and not involving (other than as a
holder of Common Stock being treated like all other such holders) an Acquiring
Person or an Affiliate or Associate thereof or any other Person in which such
Acquiring Person or Affiliate or Associate thereof has any interest, or any
other Person acting directly or indirectly on behalf of or in association with
any such Acquiring Person or Affiliate or Associate thereof, or (y) following
the occurrence of an event set forth in, and the expiration of any period
during which the holder of Rights may exercise the rights under, Section
11(a)(ii) if and for as long as any Acquiring Person having triggered such
event is not thereafter the Beneficial Owner of securities representing

<PAGE> 32
10% or more of the outstanding shares, and at the time of redemption there are
no other Persons who are Acquiring Persons.

(b) In the case of a redemption permitted under Section 24(a)(i),
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. In the case of a
redemption permitted only under Section 24(a)(ii), evidence of which shall have
been filed with the Rights Agent, the right to exercise the Rights will
terminate and represent only the right to receive the Redemption Price only
after ten Business Days following the giving of notice of such redemption to
the holders of such Rights if no event set forth in Section 11(a)(ii) shall
have occurred, and, if such event shall have occurred, upon the later of ten
Business Days following the giving of such notice or the expiration of any
period during which the rights under Section 11(a)(ii) may be exercised.
Within ten days after the action of the Board of Directors ordering any such
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 the Rights Agent and to all such holders at their last addresses as
they appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the Transfer Agent for the Common
Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice
of redemption will state the method by which the payment of the Redemption
Price will be made.

In the case of a redemption permitted under Section 24(a)(i) or (ii),
the Company may, at its option, discharge all of its obligations with respect
to the Rights by (i) issuing a press release announcing the manner of
redemption of the Rights and (ii) mailing payment of the Redemption Price to
the registered holders of the Rights at their last addresses as they appear on
the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the Transfer Agent of the Common Stock, and upon such
action, all outstanding Rights Certificates shall be null and void without any
further action by the Company.

(c) (i) Subject to the limitations of applicable law, the Board
of Directors of the Company may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for (A) 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 of the Merger (the "Exchange Shares") or
(B) Substitute Consideration (as that term is defined below). The Board of
Directors may determine, in its sole discretion, whether to deliver Exchange
Shares or Substitute Consideration. 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 50%
or more of the Common Stock then outstanding.

29
<PAGE> 33

(ii) In the event the Board of Directors shall determine to deliver
Substitute Consideration in exchange for Rights, the Company shall (1)
determine the value of the Exchange Shares (the "Exchange Value"), and (2) with
respect to each Right to be exchanged, make adequate provision to substitute
for Exchange Shares the following (the "Substitute Consideration"): (v) cash,
(w) Common Stock or common stock equivalents (as that term is defined in
Section 11(a)(iii) hereof) or Preferred Stock or equivalent preferred stock (as
that term is defined in Section 11(b) hereof), (x) debt securities of the
Company, (y) other assets, or (z) any combination of the foregoing, having an
aggregate value equal to the Exchange Value, where such aggregate value has
been determined by the Board of Directors of the Company based upon the advice
of a nationally recognized investment banking firm selected by the Board of
Directors of the Company. For purposes of this Section 24(c), the value of a
share of Common Stock shall be the current market price (as determined pursuant
to Section 11(d) hereof) per share of Common Stock on the day that is the later
of (x) the first occurrence of an event described in Section 11(a)(ii) hereof
and (y) the date on which the Company's right of redemption pursuant to Section
24(a) expires; and the value of any common stock equivalent shall be deemed to
have the same value as the Common Stock on such date.

(iii) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to this Section 24(c), 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 Exchange Shares or Substitute Consideration for each Right
exchanged by such holder. The Company shall promptly give public notice of any
such exchange; provided, however, that the failure to give, or any defect in,
such notice shall not affect the validity of such exchange. The Company
promptly shall mail a notice of any such exchange to all of the holders of such
Rights at their last address 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 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.

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

(v) 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, the Company
shall pay to the registered holders of the Rights Certificates with regard to
which such fractional shares of Common Stock would otherwise be issuable an
amount in cash equal to the same fraction of the current market value of a
whole share of Common Stock. For the purposes of this Section 24(c)(v), 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

<PAGE> 34
Section 11(d) hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24(c).

25. Notice of Certain Events. In case the Company shall propose
(a) 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 (b) 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 (c) to effect any reclassification of its Preferred Stock (other
than a reclassification involving only the subdivision of outstanding shares of
Preferred Stock), or (d) to effect any consolidation or merger into or with, or
to effect any sale or other transfer (or to permit one or more of its
subsidiaries to effect any sale or other transfer), in one or more
transactions, of more than 50% of the assets or earning power of the Company
and its subsidiaries (taken as a whole) to, any other Person, or (e) 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 and to the
Rights Agent, 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 (a) or (b) above at least 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 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.

In case any of the events set forth in Section 11(a)(ii) or 13(a) of
this Agreement shall occur, then, in any such case, the Company or the
Principal Party, as the case may be, shall as soon as practicable thereafter
give to each holder of a Rights Certificate and to the Rights Agent, 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) or 13(a) hereof, as the case may be.

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:

AirTouch Communications, Inc.
425 Market Street
San Francisco, CA 94105
Attention: Corporate Secretary

Subject to the provisions of Section 22, 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-

31
<PAGE> 35

class mail, postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:

The Bank of New York
101 Barclay Street, 12th Floor West
New York, New York 10286
Attention: Robert Dietz, Assistant Vice President

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 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.

27. Supplements and Amendments. The Company and the Rights Agent
may from time to time supplement or amend this Agreement without approval of
any holders of Rights or Right Certificates in order (i) to cure any ambiguity,
(ii) to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, (iii) prior to the
Distribution Date, to change or supplement any provision hereunder in any
manner which the Company may deem necessary or desirable or (iv) on or
following the Distribution Date, to change or supplement any provision
hereunder in any manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Rights
Certificates. 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 unless the Rights Agent shall have determined in
good faith that such supplement or amendment would adversely affect its
interests under this Agreement. 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.

28. Determination 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 or any other securities of which any Person is the Beneficial Owner,
shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of
the General Rules and Regulations under the Exchange Act as in effect on the
date of this Agreement. Except as otherwise provided herein, 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 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 Certificates and all other parties, and (y) not
subject the Board to any liability to the holders of the Rights Certificates.

<PAGE> 36

29. 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.

30. Benefits of This Agreement. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, 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, the
Common Stock).

31. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

32. Governing Law. This Agreement, each Right and each Rights
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of Delaware applicable to contracts to be made and to be
performed entirely within such state; provided that notwithstanding the
foregoing, the provisions of this Agreement, each Right and each Rights
Certificate issued hereunder relating to the rights and duties of the Trustee
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts to be made and to be performed entirely within
such state.

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.

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

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

Attest: AIRTOUCH COMMUNICATIONS, INC.

By /s/ PAUL H. WHITE By /s/ C. LEE COX
----------------------- ----------------------
Title: Assistant Secretary Title: President

33
<PAGE> 37
Attest:
THE BANK OF NEW YORK
as Rights Agent

By /s/ THOMAS A. DeANGELO By /s/ ROBERT DIETZ
---------------------------- ----------------------------
Title: Assistant Vice President Title: Assistant Vice President

34
<PAGE> 38
EXHIBIT A

FORM OF CERTIFICATE OF DESIGNATION,

PREFERENCES AND RIGHTS

OF SERIES A PARTICIPATING PREFERRED STOCK

AIRTOUCH COMMUNICATIONS, INC.

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

AirTouch Communications, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify that pursuant to the authority conferred upon the Board of
Directors by Article FIFTH of Certificate of Incorporation of the Corporation,
and in accordance with Section 151 of the General Corporation Law of the State
of Delaware, the said Board of Directors has adopted the following resolution
creating a series of Preferred Stock, designated as Series A Participating
Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of the
Corporation's Certificate of Incorporation, a series of Preferred Stock of the
Corporation be and it hereby is created, and that the designation and amount
thereof and the 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:

1. Designation and Amount. The shares of such series shall be
designated as "Series A Participating Preferred Stock," par value $.01 per
share, and the number of shares constituting such series shall be 6,000,000.
Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, that no decrease shall reduce the number of shares of
Series A Participating Preferred Stock to a number less than that of the shares
then outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Corporation.

2. Dividends and Distributions.

(a) Subject to the prior and superior rights of the holders of any
series of Preferred Stock ranking prior and superior to the Series A
Participating Preferred Stock with respect to dividends, the holders of Series
A Participating Preferred Stock in preference to the holders of Common Stock of
the corporation and any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the first day of March,
June, September and December in each year (each such date being

A-1
<PAGE> 39
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 Participating Preferred Stock in an amount per
share (rounded to the nearest cent) equal to the greater of (x) $2.50, or (y)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Participating Preferred Stock. In the event the corporation
shall at any time (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, by reclassification
or otherwise, then in each such case the amount to which holders of Series A
Participating Preferred Stock were entitled immediately prior to such event
under clause (x) 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 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 $2.50 per share
on the Series A 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 Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A 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 Series A 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 Series A 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 Series A 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.

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

A-2
<PAGE> 40
(a) Subject to the provision for adjustment hereinafter
set forth, each share of Series A Participating Preferred Stock shall
entitle the holder thereof to 100 votes on all matters submitted to a
vote of the stockholders of the corporation. In the event the
corporation shall at any time (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock into a greater number of shares, or (iii) combine the
outstanding Common Stock into a smaller number of shares, by
reclassification or otherwise, then in each such case the number of
votes per share to which holders of Series A 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 denominator of which is the number of shares of Common
Stock outstanding immediately prior to such event.

(b) Except as otherwise provided herein or by law, the
holders of Series A Participating Preferred Stock and the holders 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
Participating Preferred Stock shall be in arrears in an amount equal
to six 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
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 Participating Preferred Stock) with dividends in arrears in
an amount equal to six quarterly dividends thereon, voting as a class,
irrespective of series, shall have the right to elect two Directors.

(ii) During any default period, such voting right of the
holders of Series A Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii)
of this Section 2(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 thirty-three
and one-third percent (33-1/3%) 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
Directors or, if such right is exercised at an annual meeting, to
elect two Directors. After the holders of 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

A-3
<PAGE> 41
except pursuant to the rights of any equity securities ranking senior
to or pari passu with the Series A 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 a 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 at his last
address as the same appears on the books of the corporation. Such
meeting shall be called for a time not earlier than ten days and not
later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request,
such meeting may be called on similar notice by any 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 60 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 or series 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 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 2) 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 or series 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, or
pursuant to, this Certificate of Incorporation or the By-Laws (such
number being subject, however, to change thereafter in any manner
provided by law or in this 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

A-4
<PAGE> 42
may be filled by a majority of the remaining Directors, even though
less than a quorum.

(d) Except as set forth herein, holders of Series A
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.

4. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating Preferred Stock as provided
in Section 1 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
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 Participating
Preferred Stock;

(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Participating Preferred Stock, except dividends paid ratably
on the Series A 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) except as permitted by paragraph (b) of this Section 3,
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
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 Participating Preferred
Stock; or

(iv) purchase or otherwise acquire for consideration any
shares of Series A Participating Preferred Stock or any shares of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A 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.

A-5
<PAGE> 43
(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 ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating Preferred
Stock unless the corporation could, under paragraph (a) of this Section 3,
purchase or otherwise acquire such shares at such time and in such manner.

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

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 Participating Preferred Stock
unless, prior thereto, the holders of Series A Participating Preferred Stock
shall have received per share the greater of (i) $100 or (ii) 100 times the
payment made per share of Common Stock, in each case 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 Series
A 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) 100 (as appropriately adjusted as set forth in subparagraph
(c) below to reflect such events as stock splits, stock dividends,
reclassifications and recapitalizations with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number"). Following the payment of the
full amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Participating Preferred Stock and
Common Stock, respectively, holders of Series A 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 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 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
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 (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding

A-6
<PAGE> 44
Common Stock into a smaller number of shares, by reclassification or otherwise,
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.

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 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 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the corporation shall at any time (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
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 are outstanding immediately prior to such
event.

8. Redemption. The Series A Participating Preferred Stock shall
not be redeemable.

9. Ranking. The Series A Participating Preferred Stock shall
rank junior to all other series of the corporation's Preferred Stock as to the
payment of dividends and the distribution of assets on liquidation, dissolution
or winding up, unless the terms of any such series shall provide otherwise.

10. Amendment. The Certificate of Incorporation of the
corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least 66-2/3% of the outstanding Series A Participating
Preferred Stock, voting separately as a class.

11. Fractional Shares. Series A Participating Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in proportion
to such holder's 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 Participating Preferred Stock.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation, Preferences and Rights of Series A Participating Preferred Stock
to be duly executed by its President and attested to by its Secretary this
_____ day of __________________, 1993.

A-7
<PAGE> 45

--------------------------------
President

Attest:

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

A-8
<PAGE> 46
EXHIBIT B

[Form of Rights Certificate]

Certificate No. R-______________ _____________ Rights

NOT EXERCISABLE AFTER SEPTEMBER 19, 2004 OR EARLIER IF NOTICE OF
REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE WERE
ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN ASSOCIATE OR
AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT). THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF THE RIGHTS AGREEMENT.]*

Rights Certificate

AIRTOUCH COMMUNICATIONS, INC.

This certifies that ____________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement dated as of September 19, 1994 (the "Rights Agreement")
between AirTouch Communications, Inc., a Delaware corporation (the "Company"),
and The Bank of New York (the "Rights Agent"), to purchase from the Company at
any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5 P.M. (San Francisco time) on September 19, 2004, at
the office of the Rights Agent designated for such purpose, one one-hundredth
of a fully paid, nonassessable share of Series A Participating Preferred Stock
(the "Preferred Stock") of the Company, at a purchase price of $80 per one
one-hundredth of a share (the "Purchase Price"), upon presentation and
surrender of this Rights Certificate with the appropriate Form of Election to
purchase and 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 set forth above, are
the number and Purchase Price as of the close of business on the record date
relating to the initial distribution of the Rights, based on the Preferred
Stock as constituted at such date.

As provided in the Rights Agreement, the Purchase Price and the number
of shares of Preferred Stock or other securities which may be purchased upon
the exercise

_____________________________
* The portion of the legend in brackets shall be inserted only if applicable.

B-1
<PAGE> 47
of the Rights evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain 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. Copies
of the Rights Agreement are on file at the principal office of the Company and
are also available upon written request to the Company.

This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office 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 shares 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 (other than
pursuant to Section 11(a)(ii) of the Rights Agreement) 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. If this
Rights Certificate shall be exercised in whole or in part pursuant to Section
11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this
Rights Certificate duly marked to indicate that such exercise has occurred as
set forth in the Rights Agreement.

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 $.01 per Right. Subject to the provisions of the Rights
Agreement, the Company, at its option, may elect to mail payment of the
redemption price to the registered holder of the Right at the time of
redemption, in which event this certificate may become void without any further
action by the Company.

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-hundredth 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, as such, 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 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.

B-2
<PAGE> 48

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

Dated: ____________ , 19__.

Attest: AIRTOUCH COMMUNICATION,

By
- - --------------------------- -------------------------------
Title Title
--------------------- ----------------------------

Countersigned:

THE BANK OF NEW YORK
as Rights Agent

By
------------------------

B-3
<PAGE> 49
[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 transfers 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: ____________, 19___.

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

Signature Guaranteed:

B-4
<PAGE> 50
CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes
that:

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

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

Dated: ____________, 19__.

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

NOTICE

The signature to the foregoing Assignment 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.

B-5
<PAGE> 51
FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to
exercise the Rights Certificate pursuant to
Section 11(a)(ii) of the Rights Agreement.)

To AirTouch Communications, Inc.:

The undersigned hereby irrevocably elects to exercise __________
Rights represented by this Rights Certificate to purchase the shares of Common
Stock (or such other securities of the Company) issuable upon the exercise of
the Rights and requests that certificates for such shares be issued in the name
of:
_______________________________________________________________________________
(Please insert social security or other identifying number)

_______________________________________________________________________________
(Please print name and address)

_______________________________________________________________________________

The Rights Certificate indicating the balance, if any, of such Rights
which may still be exercised pursuant to Section 11(a)(ii) of the Rights
Agreement shall be returned to the undersigned unless such Person requests that
the Rights Certificate be registered in the name of and delivered to:
_______________________________________________________________________________
Please insert social security or other identifying number (complete only if
Rights Certificate is to be registered in a name other than the undersigned)

_______________________________________________________________________________
(Please print name and address)

_______________________________________________________________________________

Dated: ____________, 19__.

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

Signature Guaranteed:

B-6
<PAGE> 52
CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes
that:

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

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

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

Dated: ____________, 19__.

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

NOTICE

The signature to the foregoing Election to Purchase 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.

B-7
<PAGE> 53
FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise
the Rights Certificate other than pursuant to
Section 11(a)(ii) of the Rights Agreement.)

To AirTouch Communications, Inc.:

The undersigned hereby irrevocably elects to exercise __________
Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock (or such other securities of the Company or any other Person)
issuable upon the exercise of the Rights and requests that certificates for
such shares be issued in the name of:
________________________________________________________________________________
(Please insert social security or other identifying number)

________________________________________________________________________________
(Please print name and address)

________________________________________________________________________________

The Rights Certificate indicating the balance, if any, of such Rights
which may still be exercised pursuant to Section 11(a)(ii) of the Rights
Agreement shall be returned to the undersigned unless such Person requests that
the Rights Certificate be registered in the name of and delivered to: Please
insert social security or other identifying number (complete only if Rights
Certificate is to be registered in a name other than the undersigned)

________________________________________________________________________________
(Please print name and address)

________________________________________________________________________________

Dated: ____________, 19__.

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

Signature Guaranteed:

B-8
<PAGE> 54
CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes
that:

Dated: ____________, 19__.

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

NOTICE

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

B-9