SNAP ON INC
8-K, 1997-09-08
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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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 (Date of Earliest Event Reported):  August 22, 1997

                             SNAP-ON INCORPORATED
            (Exact name of registrant as specified in its charter)

          DELAWARE                  1-7724               39-0622040
          (State or other      (Commission File    (I.R.S. Employer
          jurisdiction of          Number           Identification
          incorporation                                Number)

          2801 80th Street
          Kenosha, Wisconsin                            53141-1410
          (Address of principal executive offices)      (Zip Code)

                                (414) 656-5200
             (Registrant's telephone number, including area code)

                                     N/A
         (Former name or former address, if changed since last report)


          Item 5.  Other Events.

               On August 22, 1997, the Board of Directors of Snap-
          on Incorporated (the "Company") approved the extension of
          the Company's existing rights by adopting a stockholder
          rights plan substantially similar to the Company's
          current rights plan.  Pursuant to the new Rights
          Agreement between the Company and First Chicago Trust
          Company of New York, as Rights Agent (the "1997 Rights
          Agreement"), one Right will be issued for each
          outstanding share of common stock, par value $1.00 per
          share, of the Company simultaneous with the expiration of
          the existing rights (November 3, 1997).  Each of the new
          Rights will entitle the registered holder to purchase
          from the Company one one-hundred and fiftieth of a share
          of Series A Junior Preferred Stock, par value $1.00 per
          share, at a price of $190.00 per one one-hundred and
          fiftieth of a share.  The new Rights are redeemable under
          certain circumstances at $.01 per Right and will expire,
          unless earlier redeemed, on November 3, 2007 or such
          later date as may be established pursuant to the 1997
          Rights Agreement.

               The description and terms of the new Rights are set
          forth in the 1997 Rights Agreement, a copy of which is
          filed herewith and is incorporated herein by reference.


          Item 7.  Financial Statements and Exhibits.

          (c)  Exhibits.

          Exhibit No.    Description

              4          Rights Agreement, dated as of August 22,
                         1997, between Snap-on Incorporated and
                         First Chicago Trust Company of New York,
                         which includes as Exhibit A, the
                         Certificate of Designation, Exhibit B, the
                         Form of Rights Certificate and Exhibit C,
                         the Summary of Rights.


                                  SIGNATURES

                    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,
          thereunto duly authorized.

                                        SNAP-ON INCORPORATED
                                             (Registrant)

                                        By:/s/ Susan F. Marrinan    
                                           _________________________

                                           Susan F. Marrinan
                                           General Counsel

          Dated:  September 8, 1997


                              INDEX TO EXHIBITS

           Exhibit                Description               Page
           No.                                              No.

               4       Rights Agreement, dated as of         6
                       August 22, 1997, between Snap-on
                       Incorporated and First Chicago
                       Trust Company of New York, which
                       includes as Exhibit A, the
                       Certificate of Designation,
                       Exhibit B, the Form of Rights
                       Certificate and Exhibit C, the
                       Summary of Rights.





                             SNAP-ON INCORPORATED

                                     AND

                   FIRST CHICAGO TRUST COMPANY OF NEW YORK
                                 RIGHTS AGENT

                               RIGHTS AGREEMENT

                         DATED AS OF AUGUST 22, 1997



                                TABLE OF CONTENTS

          Section                                                 Page

          1.   Certain Definitions  . . . . . . . . . . . . . . .    3

          2.   Appointment of Rights Agent  . . . . . . . . . . . .  8

          3.   Issuance of Rights Certificates  . . . . . . . . . .  8

          4.   Form of Rights Certificates  . . . . . . . . . . . . 11

          5.   Countersignature and Registration  . . . . . . . . . 12

          6.   Transfer, Split Up, Combination and Exchange of
               Rights Certificates; Mutilated, Destroyed, Lost or
               Stolen Rights Certificates . . . . . . . . . . . . . 13

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

          8.   Cancellation and Destruction of Rights 
               Certificates . . . . . . . . . . . . . . . . . . . . 17

          9.   Reservation and Availability of Capital Stock  . . . 18

          10.  Preferred Stock Record Date  . . . . . . . . . . .   20

          11.  Adjustment of Purchase Price, Number and Kind of
               Shares or Number of Rights . . . . . . . . . . . .   20

          12.  Certificate of Adjusted Purchase Price or Number
               of Shares  . . . . . . . . . . . . . . . . . . . .   32

          13.  Consolidation, Merger or Sale or Transfer of
               Assets, Cash Flow or Earning Power . . . . . . . .   33

          14.  Fractional Rights and Fractional Shares  . . . . .   36

          15.  Rights of Action . . . . . . . . . . . . . . . . .   38

          16.  Agreement of Rights Holders  . . . . . . . . . . .   38

          17.  Rights Certificate Holder Not Deemed a
               Stockholder  . . . . . . . . . . . . . . . . . . .   39

          18.  Concerning the Rights Agent  . . . . . . . . . . .   40

          19.  Merger or Consolidation or Change of Name of
               Rights Agent . . . . . . . . . . . . . . . . . . .   41

          20.  Duties of Rights Agent . . . . . . . . . . . . . .   41

          21.  Change of Rights Agent . . . . . . . . . . . . . .   44

          22.  Issuance of New Rights Certificates  . . . . . . .   45

          23.  Redemption and Termination . . . . . . . . . . . .   46

          24.  Exchange . . . . . . . . . . . . . . . . . . . . .   48

          25.  Notice of Certain Events . . . . . . . . . . . . .   49

          26.  Notices  . . . . . . . . . . . . . . . . . . . . .   50

          27.  Supplements and Amendments . . . . . . . . . . . .   51

          28.  Successors . . . . . . . . . . . . . . . . . . . .   52

          29.  Determinations and Action by the Board, etc. . . . . 52

          30.  Benefits of this Agreement . . . . . . . . . . . . . 53

          31.  Severability . . . . . . . . . . . . . . . . . . . . 53

          32.  Governing Law  . . . . . . . . . . . . . . . . . . . 54

          33.  Counterparts . . . . . . . . . . . . . . . . . . . . 54

          34.  Descriptive Headings . . . . . . . . . . . . . . . . 54

                                    EXHIBITS

          Exhibit A --   Form of Certificate of Designation, 
                         Preferences and Rights

          Exhibit B --   Form of Rights Certificates

          Exhibit C --   Form of Summary of Rights




                               RIGHTS AGREEMENT

                    RIGHTS AGREEMENT, dated as of August 22, 1997
          (the "Agreement"), between SNAP-ON INCORPORATED, a
          Delaware corporation (the "Company"), and First Chicago
          Trust Company of New York, a New York banking corporation
          (the "Rights Agent").

                             W I T N E S S E T H

                    WHEREAS, on October 23, 1987, the Board of
          Directors of the Company authorized and declared a
          dividend distribution of one right for each share of
          Common Stock (as such term is hereinafter defined) of the
          Company outstanding at the close of business on November
          3, 1987 (the "1987 Record Date"), and authorized the
          issuance of one right for each share of Common Stock of
          the Company issued between the 1987 Record Date (whether
          originally issued or delivered from the Company's
          treasury) and the earlier of the Distribution Date or the
          Expiration Date (as such terms are defined in the Rights
          Agreement, dated as of October 23, 1987 and amended on
          May 21, 1992, on January 24, 1994 and on June 28, 1996
          (the "1987 Agreement")) between the Company and Harris
          Trust and Savings Bank, an Illinois banking corporation,
          each right initially representing the right to purchase
          one one-hundredth of a share of Series A Junior Preferred
          Stock of the Company having the rights, powers and
          preferences set forth in the Certificate of Incorporation
          of the Company, upon the terms and subject to the
          conditions set forth in the 1987 Agreement (the "1987
          Rights");

                    WHEREAS, effective as of May 21, 1992, the
          Board of Directors of the Company in accordance with the
          terms and conditions of the 1987 Agreement, determined it
          desirable and in the best interests of the Company and
          its stockholders for the Company to amend the 1987
          Agreement and on such date implemented such changes by
          executing an amendment to the 1987 Agreement;

                    WHEREAS, effective as of January 24, 1994, the
          Board of Directors of the Company, in accordance with the
          terms and conditions of the 1987 Agreement, determined it
          desirable and in the best interests of the Company and
          its stockholders for the Company to amend certain
          provisions of the 1987 Agreement and on such date
          implemented such changes by executing an amendment to 
          the 1987 Agreement;

                    WHEARAS, effective as of June 28, 1996, the
          Board of Directors of the Company, in accordance with the
          terms and conditions of the 1987 Agreement, determined it
          desirable and in the best interests of the Company and
          its stockholders for the Company to amend certain
          provisions of the 1987 Agreement and on such date
          implemented such changes by executing an amendment to 
          the 1987 Agreement;

                    WHEREAS, on August 22, 1997, the Board of
          Directors of the Company determined it desirable and in
          the best interests of the Company and its stockholders
          for the Company to extend the benefits of the 1987
          Agreement and to implement such extension by executing
          this Agreement; and

                    WHEREAS, on August 22, 1997 (the "Rights
          Dividend Declaration Date"), the Board of Directors of
          the Company authorized and declared a dividend
          distribution of one Right for each share of common stock,
          par value $1.00 per share, of the Company (the "Common
          Stock") outstanding upon the Expiration Date (as defined
          in the 1987 Agreement) (the "Record Date"), and
          authorized the issuance of one Right (as such number may
          hereafter be adjusted pursuant to the provisions of
          Section 11(p) hereof) for each share of Common Stock of
          the Company issued between the Record Date (whether
          originally issued or delivered from the Company's
          treasury) and the Distribution Date (as hereinafter
          defined), each Right initially representing the right to
          purchase one one-hundred and fiftieth of a share of
          Series A Junior Preferred Stock of the Company having the
          rights, powers and preferences set forth in the
          Certificate of Incorporation of the Company, upon the
          terms and subject to the conditions hereinafter set forth
          (the "Rights").

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

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

                         (a) "Acquiring Person" shall mean any
          Person who or which, together with all Affiliates and
          Associates of such Person, shall be the Beneficial Owner
          of 15% or more of the shares of Common Stock then
          outstanding, but shall not include (i) the Company, (ii)
          any Subsidiary of the Company, (iii) any employee benefit
          plan of the Company, or of any Subsidiary of the Company,
          or any Person or entity organized, appointed or
          established by the Company for or pursuant to the terms
          of any such plan, or (iv) any Person who becomes the
          Beneficial Owner of fifteen percent (15%) or more of the
          shares of Common Stock then outstanding as a result of a
          reduction in the number of shares of Common Stock
          outstanding due to the repurchase of shares of Common
          Stock by the Company unless and until such Person, after
          becoming aware that such Person has become the Beneficial
          Owner of fifteen percent (15%) or more of the then
          outstanding shares of Common Stock, acquires beneficial
          ownership of additional shares of Common Stock
          representing one percent (1%) or more of the shares of
          Common Stock then outstanding, or (v) any such Person who
          has reported or is required to report such ownership (but
          less than 20%) on Schedule 13G under the Securities and
          Exchange Act of 1934, as amended and in effect on the
          date of the Agreement (the "Exchange Act") (or any
          comparable or successor report) or on Schedule 13D under
          the Exchange Act (or any comparable or successor report)
          which Schedule 13D does not state any intention to or
          reserve the right to control or influence the management
          or policies of the Company or engage in any of the
          actions specified in Item 4 of such schedule (other than
          the disposition of the Common Stock) and, within 10
          Business Days of being requested by the Company to advise
          it regarding the same, certifies to the Company that such
          Person acquired shares of Common Stock in excess of 14.9%
          inadvertently or without knowledge of the terms of the
          Rights and who, together with all Affiliates and
          Associates, thereafter does not acquire additional shares
          of Common Stock while the Beneficial Owner of 15% or more
          of the shares of Common Stock then outstanding; provided,
          however, that if the Person requested to so certify fails
          to do so within 10 Business Days, then such Person shall
          become an Acquiring Person immediately after such 10-
          Business-Day period.

                         (b)  "Act" shall mean the Securities Act
          of 1933.

                         (c)  "Affiliate" and "Associate" shall
          have the respective meanings ascribed to such terms in
          Rule 12b-2 of the General Rules and Regulations under the
          Exchange Act.

                         (d)  A Person shall be deemed the
          "Beneficial Owner" of, and shall be deemed to
          "beneficially own," any securities:
                         (i)  which such Person or any of such
          Person's Affiliates or Associates, directly or
          indirectly, has the right to acquire (whether such right
          is exercisable immediately or only after the passage of
          time) pursuant to any agreement, arrangement or
          understanding (whether or not in writing) or upon the
          exercise of conversion rights, exchange rights, rights,
          warrants or options, or otherwise; provided, however,
          that a Person shall not be deemed the "Beneficial Owner"
          of, or to "beneficially own," (A) securities tendered
          pursuant to a tender or exchange offer made by such
          Person or any of such Person's Affiliates or Associates
          until such tendered securities are accepted for purchase
          or exchange, (B) securities issuable upon exercise of
          Rights at any time prior to the occurrence of a
          Triggering Event (as hereinafter defined), or (C)
          securities issuable upon exercise of Rights from and
          after the occurrence of a Triggering Event which Rights
          were acquired by such Person or any of such Person's
          Affiliates or Associates prior to the Distribution Date
          (as hereinafter defined) or pursuant to Section 3(a) or
          Section 22 hereof (the "Original Rights") or pursuant to
          Section 11(i) hereof in connection with an adjustment
          made with respect to any Original Rights; 
                         (ii) which such Person or any of such
          Person's Affiliates or Associates, directly or
          indirectly, has the right to vote or dispose of or has
          "beneficial ownership" of (as determined pursuant to Rule
          13d-3 of the General Rules and Regulations under the
          Exchange Act), including pursuant to any agreement,
          arrangement or understanding, whether or not in writing;
          provided, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "beneficially own," any
          security under this subparagraph (ii) as a result of an
          agreement, arrangement or understanding to vote such
          security if such agreement, arrangement or understanding: 
          (A) arises solely from a revocable proxy given in
          response to a public proxy or consent solicitation made
          pursuant to, and in accordance with, the applicable
          provisions of the General Rules and Regulations under the
          Exchange Act, (B) is not reportable by such Person on
          Schedule 13D under the Exchange Act (or any comparable or
          successor report) and (C) does not constitute a trust,
          proxy, power of attorney or other device with the purpose
          or effect of allowing two or more persons, acting in
          concert, to avoid being deemed "beneficial owners" of
          such security or otherwise avoid the status of "Acquiring
          Person" under the terms of this Agreement or as part of a
          plan or scheme to evade the reporting requirements under
          Schedule 13D or Sections 13(d) or 13(g) of the Exchange
          Act.
                         (iii)  which are beneficially owned,
          directly or indirectly, by any other Person (or any
          Affiliate or Associate thereof) with which such Person
          (or any of such Person's Affiliates or Associates) has
          any agreement, arrangement or understanding (whether or
          not in writing), for the purpose of acquiring, holding,
          voting (except pursuant to a revocable proxy as described
          in the proviso to subparagraph (ii) of this paragraph
          (d)) or disposing of any voting securities of the
          Company; provided, however, that nothing in this
          paragraph (d) shall cause a Person engaged in business as
          an underwriter of securities to be the "Beneficial Owner"
          of, or to "beneficially own," any securities acquired
          through such Person's participation in good faith in a
          firm commitment underwriting until the expiration of
          forty days after the date of such acquisition, and then
          only if such securities continue to be owned by such
          Person at such expiration of forty days. 

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

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

                         (g)  "Common Stock" shall mean the common
          stock, par value $1.00 per share, of the Company, except
          that "Common Stock" when used with reference to any
          Person other than the Company shall mean the capital
          stock of such Person with the greatest voting power, or
          the equity securities or other equity interest having
          power to control or direct the management, of such
          Person.

                         (h)  "Common Stock Equivalents" shall have
          the meaning set forth in Section 11(a)(iii) hereof.

                         (i)  "Current Market Price" shall have the
          meaning set forth in Section 11(d)(i) hereof.

                         (j)  "Current Value" shall have the
          meaning set forth in Section 11(a)(iii) hereof.

                         (k)  "Distribution Date" shall have the
          meaning set forth in Section 3(a) hereof.

                         (l)  "Equivalent Preferred Stock" shall
          have the meaning set forth in Section 11(b) hereof.

                         (m)  "Exchange Act" shall mean the
          Securities and Exchange Act of 1934.

                         (n)  "Exchange Ratio" shall have the
          meaning set forth in Section 24 hereof.

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

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

                         (q)  "Person" shall mean any individual,
          firm, corporation, partnership or other entity, or any
          group of Persons acting in concert.

                         (r)  "Preferred Stock" shall mean shares
          of Series A Junior Preferred Stock, par value $1.00 per
          share, of the Company, and, to the extent that there are
          not a sufficient number of shares of Series A Junior
          Preferred Stock authorized to permit the full exercise of
          the Rights, any other series of preferred stock of the
          Company designated for such purpose containing terms
          substantially similar to the terms of the Series A Junior
          Preferred Stock.

                         (s)  "Principal Party" shall have the
          meaning set forth in Section 13(b) hereof.

                         (t)  "Purchase Price" shall have the
          meaning set forth in Section 4(a)(ii) hereof.

                         (u)  "Qualified Offer" shall have the
          meaning set forth in Section 11(a)(ii) hereof.

                         (v)  "Record Date" shall have the meaning
          set forth in the WHEREAS clause at the beginning of this
          Agreement.

                         (w)  "Rights" shall have the meaning set
          forth in the WHEREAS clause at the beginning of this
          Agreement.

                         (x)  "Rights Agent" shall have the meaning
          set forth in the parties clause at the beginning of this
          Agreement.

                         (y)  "Rights Certificate" shall have the
          meaning set forth in Section 3(a) hereof.

                         (aa) "Rights Dividend Declaration Date"
          shall have the meaning set forth in the WHEREAS clause at
          the beginning of this Agreement.

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

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

                         (dd) "Spread" shall have the meaning set
          forth in Section 11(a)(iii) hereof.

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

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

                         (gg) "Substitution Period" shall have the
          meaning set forth in Section 11(a)(iii) hereof.

                         (hh) "Summary of Rights" shall have the
          meaning set forth in Section 3(b) hereof.

                         (ii) "Trading Day" shall have the meaning
          set forth in Section 11(d)(i) hereof.

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

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

                    Section 3.  Issuance of Rights Certificates.  

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

                         (b)  The Company will make available, as
          promptly as practicable following the Record Date, a copy
          of a Summary of Rights, in substantially the form
          attached hereto as Exhibit C (the "Summary of Rights") to
          any holder of Rights who may so request from time to time
          prior to the Expiration Date. With respect to
          certificates for the Common Stock outstanding as of the
          Record Date, until the Distribution Date, the Rights will
          be evidenced by such certificates for the Common Stock
          and the registered holders of the Common Stock shall also
          be the registered holders of the associated Rights. 
          Until the earlier of the Distribution Date or the
          Expiration Date (as such term is defined in Section 7(a)
          hereof), the transfer of any certificates representing
          shares of Common Stock in respect of which Rights have
          been issued shall also constitute the transfer of the
          Rights associated with such shares of Common Stock.

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

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

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

                    Section 4.  Form of Rights Certificates.

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

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

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

                    Section 5.  Countersignature and Registration.

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

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

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

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

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

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

                         (a)  Subject to Section 7(e) hereof, at
          any time after the Distribution Date the registered
          holder of any Rights Certificate may exercise the Rights
          evidenced thereby (except as otherwise provided herein
          including, without limitation, the restrictions on
          exercisability set forth in Section 9(c), Section
          11(a)(iii) and Section 23(a) hereof) in whole or in part
          upon surrender of the Rights Certificate, with the form
          of election to purchase and the certificate on the
          reverse side thereof duly executed, to the Rights Agent
          at the principal office or offices of the Rights Agent
          designated for such purpose, together with payment of the
          aggregate Purchase Price with respect to the total number
          of one one-hundred and fiftieths of a share (or other
          securities, cash or other assets, as the case may be) as
          to which such surrendered Rights are then exercisable, at
          or prior to the earlier of (i) 5:00 P.M., Chicago,
          Illinois time, on November 3, 2007, or such later date as
          may be established by the Board of Directors prior to the
          expiration of the Rights (such date, as it may be
          extended by the Board, the "Final Expiration Date"), or
          (ii) the time at which the Rights are redeemed or
          exchanged as provided in Section 23 and Section 24 hereof
          (the earlier of (i) and (ii) being herein referred to as
          the "Expiration Date").

                         (b)  The Purchase Price for each one one-
          hundred and fiftieth of a share of Preferred Stock
          pursuant to the exercise of a Right shall initially be
          $190.00, and shall be subject to adjustment from time to
          time as provided in Section 11 and Section 13(a) hereof
          and shall be payable in accordance with paragraph (c)
          below.

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

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

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

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

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

                    Section 9.  Reservation and Availability of
          Capital Stock.

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

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

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

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

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

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

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

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

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

                         (iii)  In the event that the number of
          shares of Common Stock which are authorized by the
          Company's Restated Certificate of Incorporation, but
          which are not outstanding or reserved for issuance for
          purposes other than upon exercise of the Rights, are not
          sufficient to permit the exercise in full of the Rights
          in accordance with the foregoing subparagraph (ii) of
          this Section 11(a), the Company shall (A) determine the
          value of the Adjustment Shares issuable upon the exercise
          of a Right (the "Current Value"), and (B) with respect to
          each Right (subject to Section 7(e) hereof), make
          adequate provision to substitute for the Adjustment
          Shares, upon the exercise of a Right and payment of the
          applicable Purchase Price, (1) cash, (2) a reduction in
          the Purchase Price, (3) Common Stock or other equity
          securities of the Company (including, without limitation,
          shares, or units of shares, of preferred stock, such as
          the Preferred Stock, which the Board has deemed to have
          essentially the same value or economic rights as shares
          of Common Stock (such shares of preferred stock being
          referred to as "Common Stock Equivalents")), (4) debt
          securities of the Company, (5) other assets, or (6) any
          combination of the foregoing, having an aggregate value
          equal to the Current Value (less the amount of any
          reduction in the Purchase Price), where such aggregate
          value has been determined by the Board based upon the
          advice of a nationally recognized investment banking firm
          selected by the Board; provided, however, that if the
          Company shall not have made adequate provision to deliver
          value pursuant to clause (B) above within thirty (30)days
          following the later of (x) the first occurrence of a
          Section 11(a)(ii) Event and (y) the date on which the
          Company's right of redemption pursuant to Section 23(a)
          expires (the later of (x) and (y) being referred to
          herein as the "Section 11(a)(ii) Trigger Date"), then the
          Company shall be obligated to deliver, upon the surrender
          for exercise of a Right and without requiring payment of
          the Purchase Price, shares of Common Stock (to the extent
          available) and then, if necessary, cash, which shares
          and/or cash have an aggregate value equal to the Spread. 
          For purposes of the preceding sentence, the term "Spread"
          shall mean the excess of (i) the Current Value over (ii)
          the Purchase Price.  If the Board determines in good
          faith that it is likely that sufficient additional shares
          of Common Stock could be authorized for issuance upon
          exercise in full of the Rights, the thirty (30)day period
          set forth above may be extended to the extent necessary,
          but not more than ninety(90)days after the Section
          11(a)(ii) Trigger Date, in order that the Company may
          seek shareholder approval for the authorization of such
          additional shares (such thirty (30)day period, as it may
          be extended, is herein called the "Substitution Period"). 
          To the extent that action is to be taken pursuant to the
          first and/or third sentences of this Section 11(a)(iii),
          the Company (1) shall provide, subject to Section 7(e)
          hereof, that such action shall apply uniformly to all
          outstanding Rights, and (2) may suspend the
          exercisability of the Rights until the expiration of the
          Substitution Period in order to seek such shareholder
          approval for such authorization of additional shares
          and/or to decide the appropriate form of distribution to
          be made pursuant to such first sentence and to determine
          the value thereof.  In the event of any such suspension,
          the Company shall issue a public announcement stating
          that the exercisability of the Rights has been
          temporarily suspended, as well as a public announcement
          at such time as the suspension is no longer in effect. 
          For purposes of this Section 11(a)(iii), the value of
          each Adjustment Share shall be the current market price
          per share of the Common Stock on the Section 11(a)(ii)
          Trigger Date and the per share or per unit value of any
          Common Stock Equivalent shall be deemed to equal the
          current market price per share of the Common Stock on
          such date.
                         (b)  In case the Company shall fix a
          record date for the issuance of rights, options or
          warrants to all holders of Preferred Stock entitling them
          to subscribe for or purchase (for a period expiring
          within  forty-five (45) calendar days after such record
          date) Preferred Stock (or shares having the same rights,
          privileges and preferences as the shares of Preferred
          Stock ("Equivalent Preferred Stock")) or securities
          convertible into Preferred Stock or Equivalent Preferred
          Stock at a price per share of Preferred Stock or per
          share of Equivalent Preferred Stock (or having a
          conversion price per share, if a security convertible
          into Preferred Stock or Equivalent Preferred Stock) less
          than the Current Market Price (as determined pursuant to
          Section 11(d) hereof) per share of Preferred Stock on
          such record date, the Purchase Price to be in effect
          after such record date shall be determined by multiplying
          the Purchase Price in effect immediately prior to such
          record date by a fraction, the numerator of which shall
          be the number of shares of Preferred Stock outstanding on
          such record date, plus the number of shares of Preferred
          Stock which the aggregate offering price of the total
          number of shares of Preferred Stock and/or Equivalent
          Preferred Stock so to be offered (and/or the aggregate
          initial conversion price of the convertible securities so
          to be offered) would purchase at such Current Market
          Price, and the denominator of which shall be the number
          of shares of Preferred Stock outstanding on such record
          date, plus the number of additional shares of Preferred
          Stock and/or Equivalent Preferred Stock to be offered for
          subscription or purchase (or into which the convertible
          securities so to be offered are initially convertible). 
          In case such subscription price may be paid by delivery
          of consideration, part or all of which may be in a form
          other than cash, the value of such consideration shall be
          as determined in good faith by the Board of Directors of
          the Company, whose determination shall be described in a
          statement filed with the Rights Agent and shall be
          binding on the Rights Agent and the holders of the
          Rights.  Shares of Preferred Stock owned by or held for
          the account of the Company shall not be deemed
          outstanding for the purpose of any such computation. 
          Such adjustment shall be made successively whenever such
          a record date is fixed, and in the event that such rights
          or warrants are not so issued, the Purchase Price shall
          be adjusted to be the Purchase Price which would then be
          in effect if such record date had not been fixed.

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

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

                         (ii)  For the purpose of any computation
          hereunder, the Current Market Price per share of
          Preferred Stock shall be determined in the same manner as
          set forth above for the Common Stock in clause (i) of
          this Section 11(d) (other than the last sentence
          thereof).  If the Current Market Price per share of
          Preferred Stock cannot be determined in the manner
          provided above or if the Preferred Stock is not publicly
          held or listed or traded in a manner described in clause
          (i) of this Section 11(d), the Current Market Price per
          share of Preferred Stock shall be conclusively deemed to
          be an amount equal to 150 (as such number may be
          appropriately adjusted for such events as stock splits,
          stock dividends and recapitalizations with respect to the
          Common Stock occurring after the date of this Agreement)
          multiplied by the Current Market Price per share of the
          Common Stock.  If neither the Common Stock nor the
          Preferred Stock is publicly held or so listed or traded,
          Current Market Price per share of the Preferred Stock
          shall mean the fair value per share as determined in good
          faith by the Board, whose determination shall be
          described in a statement filed with the Rights Agent and
          shall be conclusive for all purposes.  For all purposes
          of this Agreement, the Current Market Price of a Unit
          shall be equal to the Current Market Price of one share
          of Preferred Stock divided by 150.

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

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

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

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

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

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

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

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

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

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

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

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

                    Section 12.  Certificate of Adjusted Purchase
          Price or Number of Shares.  Whenever an adjustment is
          made as provided in Section 11 and Section 13 hereof, the
          Company shall (a) promptly prepare a certificate setting
          forth such adjustment and a brief statement of the facts
          accounting for such adjustment, (b) promptly file with
          the Rights Agent, and with each transfer agent for the
          Preferred Stock and the Common Stock, a copy of such
          certificate and (c) if a Distribution Date has occurred,
          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.

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

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

                         (b)  "Principal Party" shall mean:(i) in
          the case of any transaction described in clause (x) or
          (y) of the first sentence of Section 13(a), the Person
          that is the issuer of any securities into which shares of
          Common Stock of the Company are converted in such merger
          or consolidation, and if no securities are so issued, the
          Person that is the other party to such merger or
          consolidation; and (ii)  in the case of any transaction 
          described in clause (z) of the first sentence of Section 
          13(a), the Person that is the party receiving the greatest 
          portion of the assets, cash flow or earning power transferred 
          pursuant to such transaction or transactions; provided, however,
          that in any such case, (1) if the Common Stock of such
          Person is not at such time and has not been continuously
          over the preceding twelve (12) month period registered
          under Section 12 of the Exchange Act, and such Person is
          a direct or indirect Subsidiary of another Person the
          Common Stock of which is and has been so registered,
          "Principal Party" shall refer to such other Person; and
          (2) in case such Person is a Subsidiary, directly or
          indirectly, of more than one Person, the Common Stocks of
          two or more of which are and have been so registered,
          "Principal Party" shall refer to whichever of such
          Persons is the issuer of the Common Stock having the
          greatest aggregate market value.

                         (c)  The Company shall not consummate any
          such consolidation, merger, sale or transfer unless the
          Principal Party shall have a sufficient number of
          authorized shares of its Common Stock which have not been
          issued or reserved for issuance to permit the exercise in
          full of the Rights in accordance with this Section 13 and
          unless prior thereto the Company and such Principal Party
          shall have executed and delivered to the Rights Agent a
          supplemental agreement providing for the terms set forth
          in paragraphs (a) and (b) of this Section 13 and further
          providing that, as soon as practicable after the date of
          any consolidation, merger or sale of assets mentioned in
          paragraph (a) of this Section 13, the Principal Party
          will (i) prepare and file a registration statement under
          the Act, with respect to the Rights and the securities
          purchasable upon exercise of the Rights on an appropriate
          form, and will use its best efforts to cause such
          registration statement to (A) become effective as soon as
          practicable after such filing and (B) remain effective
          (with a prospectus at all times meeting the requirements
          of the Act) until the Expiration Date; and (ii) take such
          all such other action as may be necessary to enable the
          Principal Party to issue the securities purchasable upon
          exercise of the Rights, including but not limited to the
          registration or qualification of such securities under
          all requisite securities laws of jurisdictions of the
          various states and the listing of such securities on such
          exchanges and trading markets as may be necessary or
          appropriate; and(iii) will deliver to holders of the
          Rights historical financial statements for the Principal
          Party and each of its Affiliates which comply in all
          respects with the requirements for registration on Form
          10 under the Exchange Act.  The provisions of this
          Section 13 shall similarly apply to successive mergers or
          consolidations or sales or other transfers.  In the event
          that a Section 13 Event shall occur at any time after the
          occurrence of a Section 11(a)(ii) Event, the Rights which
          have not theretofore been exercised shall thereafter
          become exercisable in the manner described in Section 13(a).

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

                    Section 14.  Fractional Rights and Fractional
          Shares.

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

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

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

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

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

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

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

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

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

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

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

                    Section 18.  Concerning the Rights Agent.

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

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

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

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

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

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

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

                         (b)  Whenever in the performance of its
          duties under this Agreement the Rights Agent shall deem
          it necessary or desirable that any fact or matter
          (including, without limitation, the identity of any
          Acquiring Person and the determination of Current Market
          Price) be proved or established by the Company prior to
          taking or suffering any action hereunder, such fact or
          matter (unless other evidence in respect thereof be
          herein specifically prescribed) may be deemed to be
          conclusively proved and established by a certificate
          signed by the Chairman of the Board, the 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.

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

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

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

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

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

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

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

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

                         (k)  If, with respect to any 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 1 and/or 2 thereof, the
          Rights Agent shall not take any further action with
          respect to such requested exercise or transfer without
          first consulting with the Company.

                    Section 21.  Change of Rights Agent.  The
          Rights Agent or any successor Rights Agent may resign and
          be discharged from its duties under this Agreement upon
          thirty (30) days' notice in writing mailed to the
          Company, and to each transfer agent of the Common Stock
          and Preferred Stock, by registered or certified mail,
          and, if such resignation occurs after the Distribution
          Date, to the registered holders of the Rights
          Certificates by first-class mail.  The Company may remove
          the Rights Agent or any successor Rights Agent upon
          thirty (30) days' notice in writing, mailed to the Rights
          Agent or successor Rights Agent, as the case may be, and
          to each transfer agent of the Common Stock and Preferred
          Stock, by registered or certified mail, and, if such
          removal occurs after the Distribution Date, to the
          holders of the Rights Certificates by first-class mail. 
          If the Rights Agent shall resign or be removed or shall
          otherwise become incapable of acting, the Company shall
          appoint a successor to the Rights Agent.  If the Company
          shall fail to make such appointment within a period of
          thirty (30) days after giving notice of such removal or
          after it has been notified in writing of such resignation
          or incapacity by the resigning or incapacitated Rights
          Agent or by the holder of a Rights Certificate (who
          shall, with such notice, submit his Rights Certificate
          for inspection by the Company), then any registered
          holder of any Rights Certificate may apply to any court
          of competent jurisdiction for the appointment of a new
          Rights Agent.  Any successor Rights Agent, whether
          appointed by the Company or by such a court, shall be a
          legal business entity organized and doing business under
          the laws of the United States or of the State of
          Wisconsin or of the States of Illinois or New York or of
          any other state of the United States so long as such
          corporation is authorized to do business as a banking
          institution in the State of Wisconsin or the States of
          Illinois or New York, in good standing, having a
          principal office in the State of Wisconsin, which is
          authorized under such laws to exercise corporate trust or
          stock transfer or shareholder services powers and which
          has at the time of its appointment as Rights Agent a
          combined capital and surplus of at least $50,000,000. 
          After appointment, the successor Rights Agent shall be
          vested with the same powers, rights, duties and
          responsibilities as if it had been originally named as
          Rights Agent without further act or deed; but the
          predecessor Rights Agent shall deliver and transfer to
          the successor Rights Agent any property at the time held
          by it hereunder, and execute and deliver any further
          assurance, conveyance, act or deed necessary for the
          purpose.  Not later than the effective date of any such
          appointment, the Company shall file notice thereof in
          writing with the predecessor Rights Agent and each
          transfer agent of the Common Stock and the Preferred
          Stock, and, if such appointment occurs after the
          Distribution Date, mail a notice thereof in writing to
          the registered holders of the Rights Certificates. 
          Failure to give any notice provided for in this Section
          21, however, or any defect therein, shall not affect the
          legality or validity of the resignation or removal of the
          Rights Agent or the appointment of the successor Rights
          Agent, as the case may be.

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

                    Section 23.  Redemption and Termination.

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

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

                         (c)  Notwithstanding the provisions of
          Section 23(a) hereof, in the event that a majority of the
          Board of Directors of the Company is elected by
          stockholder action by written consent, or is comprised of
          persons elected at a meeting of stockholders who were not
          nominated by the Board of Directors of the Company in
          office immediately prior to such meeting, then for a
          period of one hundred and eighty (180) days following the
          effectiveness of such election the Rights shall not be
          redeemed if such redemption is reasonably likely to have
          the purpose or effect of allowing any Person to become an
          Acquiring Person or otherwise facilitating the occurrence
          of a Triggering Event or a transaction with an Acquiring
          Person.

                    Section 24.  Exchange.

                         (a)  The Board of Directors of the Company
          may, at its option, at any time after any Person becomes
          an Acquiring Person, exchange all or part of the then
          outstanding and exercisable Rights (which shall not
          include Rights that have become void pursuant to the
          provisions of Section 7(e) hereof) for Common Stock at an
          exchange ratio of one share of Common Stock per Right,
          appropriately adjusted to reflect any stock split, stock
          dividend or similar transaction occurring after the date
          hereof (such exchange ratio being hereinafter referred to
          as the "Exchange Ratio").  Notwithstanding the foregoing,
          the Board of Directors of the Company 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.

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

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

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

                         (e)  The Company shall not be required to
          issue fractions of shares of Common Stock or to
          distribute certificates which evidence fractional shares
          of Common Stock.  In lieu of such fractional shares of
          Common Stock, there shall be paid to the registered
          holders of the 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 subsection (e), the
          current market value of a whole share of Common Stock
          shall be the closing price of a share of Common Stock (as
          determined pursuant to the second sentence of Section
          11(d)(i) hereof) for the Trading Day immediately prior to
          the date of exchange pursuant to this Section 24.

                    Section 25.  Notice of Certain Events.

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

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

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

                    Snap-on Incorporated
                    2801 80th Street
                    Kenosha, Wisconsin 53140
                    Attention: Secretary

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

                    First Chicago Trust Company 
                      of New York
                    525 Washington Boulevard
                    Suite 4660
                    Jersey City, New Jersey  07310
                    Attention:  Tenders & Exchanges Administration

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

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

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

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

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

                    Section 31.  Severability.  If any term,
          provision, covenant or restriction of this Agreement is
          held by a court of competent jurisdiction or other
          authority to be invalid, void or unenforceable, the
          remainder of the terms, provisions, covenants and
          restrictions of this Agreement shall remain in full force
          and effect and shall in no way be affected, impaired or
          invalidated; provided, however, that notwithstanding
          anything in this Agreement to the contrary, if any such
          term, provision, covenant or restriction is held by such
          court or authority to be invalid, void or unenforceable
          and the Board of Directors of the Company determines in
          its good faith judgment that severing the invalid
          language from this Agreement would adversely affect the
          purpose or effect of this Agreement, the right of
          redemption set forth in Section 23 hereof shall be
          reinstated and shall not expire until the Close of
          Business on the tenth Business Day following the date of
          such determination by the Board of Directors.  Without
          limiting the foregoing, if any provision requiring a
          specific group of Directors of the Company to act is held
          to by any court of competent jurisdiction or other
          authority to be invalid, void or unenforceable, such
          determination shall then be made by the Board of
          Directors of the Company in accordance with applicable
          law and the Company's Restated Certificate of
          Incorporation and Bylaws.

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

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

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

                    IN WITNESS WHEREOF, the parties hereto have caused
          this 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:                         Snap-on Incorporated

          By /s/ Susan F. Marrinan        By /s/ Robert A. Cornog     
             Name: Susan F. Marrinan         Name: Robert A. Cornog
             Title: Vice President,          Title: Chairman, Presi-  
                    Secretary and                   dent and Chief
                    General Counsel                 Executive Officer

          Attest:                         First Chicago Trust Company  
                                            of New York
                                                    
          By /s/ Edward Burnett           By /s/ James R. Kuzmich     
             Name: Edward Burnett            Name: James R. Kuzmich
             Title: Assistant Vice           Title: Assistant Vice
                    President                       President



                                                           Exhibit A


                                    FORM OF
                  CERTIFICATE OF DESIGNATION, PREFERENCES AND
                   RIGHTS OF SERIES A JUNIOR PREFERRED STOCK
                                      OF
                           SNAP-ON TOOLS CORPORATION

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

                    We, W. B. Rayburn, Chairman of the Board of
          Directors, and J. R. Olson, Secretary, of SNAP-ON TOOLS
          CORPORATION, a corporation organized and existing under
          the General Corporation Law of the State of Delaware, in
          accordance with the provisions of Section 103 thereof, DO
          HEREBY CERTIFY:

                    That pursuant to the authority conferred upon
          the Board of Directors by Article Fourth the Certificate
          of Incorporation of said Corporation, and in accordance
          with the provisions of Section 151 of the General
          Corporation Law of the State of Delaware, its Board of
          Directors on October 23, 1987, adopted the following
          resolution creating a series of its Preferred Stock, par
          value $1.00 per share, designated as Series A Junior
          Preferred Stock:

                    RESOLVED, that pursuant to the authority vested
          in the Board of Directors of this Corporation in
          accordance with the provisions of Article Fourth its
          Certificate of Incorporation, a series of Preferred
          Stock, without par value, of the Corporation be and it
          hereby is created, and that the designation and amount
          thereof and the voting powers, preferences and relative,
          participating, optional and other special rights of the
          shares of such series, and the qualifications,
          limitations or restrictions thereof are as follows:

                    Section 1.  Designation and Amount.  The shares
          of such series shall be designated as "Series A Junior
          Preferred Stock" (the "Series Preferred Stock") and the
          number of shares constituting such series shall be
          450,000.

                    Section 2.  Dividends and Distributions.

                    (A)  The holders of shares of Series Preferred
          Stock shall be entitles 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 fifteenth day of March, June, September and
          December in each year (each such date being referred to
          herein as a "Quarterly Dividend Payment Date"),
          commencing on the first Quarterly Dividend Payment Date
          after the first issuance of a share or fraction of a
          share of Series Preferred Stock, in an amount per share
          (rounded to the nearest cent) equal to the greater of (a)
          $20.00, or (b) 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 of the
          Corporation (the "Common Stock") since the immediately
          preceding Quarterly Dividend Payment Date, or, with
          respect to the first Quarterly Dividend Payment Date,
          since the first issuance of any share or fraction of a
          share of Series Preferred Stock.  In the event the
          Corporation shall at any time declare or pay any dividend
          on Common Stock payable in shares of Common Stock, or
          effect a subdivision or combination or consolidation of
          the outstanding shares of Common Stock (by
          reclassification or otherwise than by payment of a
          dividend in shares of Common Stock) into a greater or
          lesser number of shares of Common Stock, then in each of
          those cases the multiplier set forth in clause (b) of the
          preceding sentence shall be adjusted by multiplying such
          multiplier 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.

                    The Corporation shall declare a dividend or
          distribution on the Series Preferred Stock as provided in
          this paragraph (A) 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
          $20.00 per share on the Series Preferred Stock shall
          nevertheless be payable on such subsequent Quarterly
          Dividend Payment Date.

                    Dividends shall begin to accrue and be
          cumulative on outstanding shares of Series Preferred
          Stock from the Quarterly Dividend Payment Date next
          preceding the date of issue of such shares of Series
          Preferred Stock, unless the date of issue of such shares
          is prior to the record date for the first Quarterly
          Dividend Payment Date, in which case dividends on such
          shares shall begin to accrue from the date of issue of
          such shares, or unless the date of issue is a Quarterly
          Dividend Payment Date or is a date after the record date
          for the determination of holders of shares of Series
          Preferred Stock entitled to receive a quarterly dividend
          and before such Quarterly Dividend Payment Date, in
          either of which events such dividends shall begin to
          accrue and be cumulative from such Quarterly Dividend
          Payment Date.  Accrued but unpaid dividends shall not
          bear interest.  Dividends paid on the shares of Series
          Preferred Stock in an amount less than the total amount
          of such dividends at the time accrued and payable on such
          shares shall be allocated pro rata on a share-by-share
          basis among all such shares at the time outstanding.  The
          Board of Directors may fix a record date for the
          determination of holders of shares of Series Preferred
          Stock entitled to receive payment of a dividend or
          distribution declared thereon, which record date shall be
          no more than 60 days prior to the date fixed for the
          payment thereof.

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

                    (A)  Subject to the provisions for adjustment
          hereinafter set forth, each share of Series 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 declare or pay any dividend on Common Stock
          payable in shares of Common Stock; or effect a
          subdivision or combination of the outstanding shares of
          Common Stock (by reclassification or otherwise) into a
          greater or lesser number of shares of Common Stock, then
          in each such case the number of votes per share to which
          holders of shares of Series 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 that were
          outstanding immediately prior to such event.

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

                    (C) (If at any time dividends on any Series
          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
          Preferred Stock then outstanding shall have been declared
          and paid or set apart for payment.  During each default
          period, the holders of Preferred Stock, voting as a
          class, irrespective of series, shall have the right to
          elect two Directors, which Directors shall be in addition
          to the then otherwise authorized number of Directors.

                    (During any default period, such voting right
          of the holders of Series Preferred Stock may be exercised
          initially at a special meeting called pursuant to
          subparagraph (iii) of this Section 3(C) or at any annual
          meeting of stockholders, provided that such voting right
          shall not be exercised unless the holders of 25% 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.  After the holders of the Preferred Stock shall
          have exercised their right to elect Directors in any
          default period and during the continuance of such period,
          the number of Directors shall not be increased of
          decreased except by vote of the holders of Preferred
          Stock as herein provided.

                    (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 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 Chairman of the
          Board, 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 20 days and not later than 60 days after
          such order or request or in default of the calling of
          such meeting within 60 days after such order or request,
          such meeting may be called on similar notice by any
          stockholder or stockholders owning in the aggregate not
          less than 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.

                    (In any default period the holders of Common
          Stock, and other classes of stock of the Corporation, if
          applicable, shall continue to be entitled to elect the
          whole number of Directors then otherwise authorized. 

                    (The Directors elected by the holders of
          Preferred Stock shall continue in office until the next
          annual meeting of stockholders and until their successors
          shall have been elected by such holders or until the
          expiration of the default period.  Any vacancy in the
          Board of Directors may be filled by vote of a majority of
          the remaining Directors theretofore elected by the
          holders of the class of stock which elected the Director
          whose office shall have become vacant.  References in
          this paragraph (C) to Directors elected by the holders of
          a particular class of stock shall include Directors
          elected by such Directors to fill vacancies as provided
          in the foregoing sentence.

                    (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 then be authorized
          by the Board of Directors.

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

                    Section 4.  Certain Restrictions.

                    (A)  Whenever quarterly dividends or other
          dividends or distributions payable on the Series
          Preferred Stock as provided in Section 2 are in arrears,
          thereafter and until all accrued and unpaid dividends and
          distributions, whether or not declared, on shares of
          Series 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
          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 Preferred
          Stock, except dividends paid ratably on the Series
          Preferred Stock and all such parity stock on which
          dividends are payable or in arrears in proportion to the
          total amounts to which the holders of all such shares are
          then entitled;

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

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

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

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

                    Section 6.  Liquidation, Dissolution or Winding
          Up.  Upon any voluntary liquidation, dissolution or
          winding up of the Corporation, no distribution shall be
          made (1) to the holders of shares of stock ranking junior
          (either as to dividends or upon liquidation, dissolution
          or winding up) to the Series Preferred Stock unless,
          prior thereto, the holders of shares of Series Preferred
          Stock shall have received $125.00 per share, plus an
          amount equal to accrued and unpaid dividends and
          distributions thereon, whether or not declared, to the
          date of such payment, provided that the holders of shares
          of Series Preferred Stock shall be entitled  to receive
          an aggregate amount per share, subject to the provision
          for adjustment hereinafter set forth, equal to 100 times
          the aggregate amount to be distributed per share to
          holders of Common Stock, or (2) to the holders of stock
          ranking on a parity (either as to dividends or upon
          liquidation, dissolution or winding up) with the Series
          Preferred Stock, except distributions made ratably on the
          Series Preferred Stock and all other such parity stock in
          proportion to the total amounts to which the holders of
          all such shares are entitled upon such liquidation,
          dissolution or winding up.  In the event the Corporation
          shall at any time declare or pay any dividend on Common
          Stock payable in shares of Common Stock, or effect a
          subdivision or combination or consolidation of the
          outstanding shares of Common Stock (by reclassification
          or otherwise than by payment of a dividend in shares of
          Common Stock) into a greater or lesser number of shares
          of Common Stock, then in each such case the aggregate
          amount to which holders of shares of Series Preferred
          Stock were entitled immediately prior to such event under
          the proviso in clause (1) of the preceding sentence shall
          be adjusted by multiplying such amount by a fraction the
          numerator of which is the number of shares of Common
          Stock outstanding immediately after such event and the
          denominator of which is the number of shares of Common
          Stock that were outstanding immediately prior to such
          event.

                    Section 7.  Consolidation, Merger, etc.  In
          case the Corporation shall enter into any consolidation,
          merger, combination or other transaction in which the
          shares of Common Stock are exchanged for or changed into
          other stock or securities, cash and/or other property,
          then in any such case the shares of Series 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 declare or pay any dividend on Common Stock
          payable in share of Common Stock, or effect a subdivision
          or combination or consolidation of the outstanding shares
          of Common Stock (by reclassification or otherwise than by
          payment of a dividend in shares of Common Stock) into a
          greater or lesser number of shares of Common Stock, then
          in each such case the amount set forth in the preceding
          sentence with respect to the exchange or change of shares
          of Series Preferred Stock shall be adjusted by
          multiplying such amount by a fraction the numerator of
          which is the number of shares of Common Stock outstanding
          immediately after such event and the denominator of which
          is the number of shares of Common Stock that were
          outstanding immediately prior to such event.

                    Section 8.  No Redemption.  The shares of
          Series Preferred Stock shall not be redeemable.

                    Section 9.  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
          Preferred Stock so as to affect them adversely without
          the affirmative vote of the holders of two-thirds or more
          of the outstanding shares of Series Preferred Stock,
          voting together as a single class.


                         IN WITNESS WHEREOF, we have executed and
          subscribed this Certificate and do affirm the foregoing
          as true under the penalties of perjury this 23rd day of
          October, 1987.

                                                                    
                                              W. B. Rayburn,
                                          Chairman of the Board 
                                              of Directors

                                                                    
                                               J. R. Olson,
                                                 Secretary


                                                           Exhibit B

                         [Form of Rights Certificate]

          Certificate No. R-                         ________ Rights

          NOT EXERCISABLE AFTER November 3, 2007 UNLESS
          EXTENDED PRIOR THERETO BY THE BOARD OF
          DIRECTORS OR EARLIER IF REDEEMED BY THE
          COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION,
          AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT
          ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 
          UNDER CERTAIN CIRCUMSTANCES, RIGHTS
          BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS
          SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT)
          AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
          BECOME NULL AND VOID.  

                              Rights Certificate

                             SNAP-ON INCORPORATED

                    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 August 3, 
          1997 (the "Rights Agreement"), between Snap-on
          Incorporated, a Delaware corporation (the "Company"), and
          First Chicago Trust Company of New York, a New York
          banking corporation (the "Rights Agent"), to purchase
          from the Company at any time prior to 5:00 P.M. (Chicago,
          Illinois time) on November 3, 2007 (unless such date is
          extended prior thereto by the Board of Directors) at the
          office or offices of the Rights Agent designated for such
          purpose, or its successors as Rights Agent, one one-
          hundred and fiftieth of a fully paid, non-assessable
          share of Series A Junior Preferred Stock (the "Preferred
          Stock") of the Company, at a purchase price of $190.00 
          per one one-hundred and fiftieth of a share (the
          "Purchase Price"), upon presentation and surrender of
          this Rights Certificate with the Form of Election to
          Purchase and related Certificate duly executed.  

                    The number of Rights evidenced by this Rights
          Certificate (and the number of shares which may be
          purchased upon exercise thereof) set forth above, and the
          Purchase Price per share set forth above, are the number
          and Purchase Price as of August 22, 1997, based on the
          Preferred Stock as constituted at such date.  

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

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

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

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

                    Subject to the provisions of the Rights
          Agreement, the Rights evidenced by this Certificate may
          be redeemed by the Company at its option at a redemption
          price of $.01 per Right at any time prior to the earlier
          of the Close of Business on (i) the tenth Business Day
          following the Stock Acquisition Date (as such time period
          may be extended pursuant to the Rights Agreement), and
          (ii) the Final Expiration Date.  The foregoing
          notwithstanding, the Rights generally may not be redeemed
          for one hundred eighty (180) days following a change in a
          majority of the Board as a result of a proxy contest.  In
          addition, under certain circumstances following the Stock
          Acquisition Date, the Rights may be exchanged, in whole
          or in part, for shares of the Common Stock, or shares of
          preferred stock of the Company at an exchange ratio of
          one share of Common Stock per Right.  Immediately upon
          the action of the Board of Directors of the Company
          authorizing any such exchange, and without any further
          action or any notice, the Rights (other than Rights which
          are not subject to such exchange) will terminate and the
          Rights will only enable holders to receive the shares
          issuable upon such exchange.  Notwithstanding the
          foregoing, the Board of Directors shall not be empowered
          to effect such exchange at any time after any Person
          together with all Affiliates and Associates, becomes the
          Beneficial Owner of 50% or more of the Common Stock then
          outstanding. 

                    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-hundred and fiftieth of a share of Preferred
          Stock, which may, at the election of the Company, be
          evidenced by depositary receipts), but in lieu thereof a
          cash payment will be made, as provided in the Rights
          Agreement. 

                    No holder of this Rights Certificate shall be
          entitled to vote or receive dividends or be deemed for
          any purpose the holder of shares of Preferred Stock or of
          any other securities of the Company which may at any time
          be issuable on the exercise hereof, nor shall anything
          contained in the Rights Agreement or herein be construed
          to confer upon the holder hereof, as such, any of the
          rights of a stockholder of the Company or any right to
          vote for the election of directors or upon any matter
          submitted to stockholders at any meeting thereof, or to
          give consent to or withhold consent from 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.


                    WITNESS the facsimile signature of the proper
          officers of the Company and its corporate seal.
          Dated as of _________ __, ____

          ATTEST:                       SNAP-ON INCORPORATED

                                        By                         
                  Secretary                Title:

          Countersigned:

          FIRST CHICAGO TRUST COMPANY 
             OF NEW YORK

          By                            
             Authorized Signature


                 [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT

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

                         FOR VALUE RECEIVED                        

          hereby sells, assigns and 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: __________________, _____

                                                                   
                                           Signature

          Signature Guaranteed:


                                 Certificate

                    The undersigned hereby certifies by checking
          the appropriate boxes that:

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

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

          Dated: _______________, _____                            
                                             Signature

          Signature Guaranteed:



                                    NOTICE

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


                         FORM OF ELECTION TO PURCHASE

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

          To:  SNAP-ON INCORPORATED:

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

          Please insert social security
          or other identifying number

                                                                   
                       (Please print name and address)

                                                                   

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

          Please insert social security
          or other identifying number

                                                                   
                       (Please print name and address)

                                                                   

                                                                   

          Dated:  _______________, _____

                                                                   
                                        Signature

          Signature Guaranteed:

                                 Certificate

                    The undersigned hereby certifies by checking
          the appropriate boxes that:

                    (1)  the Rights evidenced by this Rights
          Certificate [ ] are [ ] are not being exercised by or on


          behalf of a Person who is or was an Acquiring Person or
          an Affiliate or Associate of any such Acquiring Person
          (as such terms are defined pursuant to the Rights
          Agreement);

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

          Dated: ______________, _____                             
                                             Signature

          Signature Guaranteed:



                                    NOTICE

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


                                                             Exhibit C

                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK

                    On  August 22, 1997, the Board of Directors of
          Snap-On Incorporated (the "Company") declared a dividend
          distribution of one Right for each outstanding share of
          Company Common Stock to stockholders of record at the close
          of business on November 3, 1997 (the "Record Date").  The
          Rights Agreement (hereinafter defined) also contemplates the
          issuance of one Right for each share of Common Stock which
          is issued between the Record Date and the Distribution Date. 
          Each Right entitles the registered holder to purchase from
          the Company a unit consisting of one one-hundred and
          fiftieth of a share (a "Unit") of Series A Junior Preferred
          Stock, par value $1.00 per share (the "Series A Preferred
          Stock") at a Purchase Price of $190.00 per Unit, subject to
          anti-dilutive adjustments.  The description and terms of the
          Rights are set forth in a Rights Agreement (the "Rights
          Agreement") between the Company and First Chicago Trust
          Company of New York, as Rights Agent. 

                    Initially, the Rights will be attached to all
          Common Stock certificates representing shares then
          outstanding, and no separate Rights Certificates will be
          distributed.  Subject to certain exceptions specified in the
          Rights Agreement, the Rights will be represented by the
          Common Stock certificates and will not be exercisable or
          transferable apart from the Common Stock until the earlier
          to occur of (i) 10 business days following a public
          announcement that a person or group of affiliated or
          associated persons (an "Acquiring Person") has acquired
          beneficial ownership of 15% or more of the outstanding
          shares of Common Stock (the "Stock Acquisition Date"), other
          than as a result of repurchases of stock by the Company or
          certain inadvertent actions by institutional or certain
          other stockholders or (ii) 10 business days (or such later
          date as the Board shall determine) following the
          commencement of a tender offer or exchange offer that would
          result in a person or group becoming an Acquiring Person
          (the earlier of such dates being called the "Distribution
          Date").  Until the Distribution Date, (i) the Rights will be
          evidenced by the Common Stock certificates and will be
          transferred with and only with such Common Stock
          certificates, (ii) new Common Stock certificates issued
          after the Record Date will contain a notation incorporating
          the Rights Agreement by reference and (iii) the surrender
          for transfer of any certificates for Common Stock
          outstanding will also constitute the transfer of the Rights
          associated with the Common Stock represented by such
          certificate.  Pursuant to the Rights Agreement, the Company
          reserves the right to require prior to the occurrence of a
          Triggering Event (as defined below) that, upon any exercise
          of Rights, a number of Rights be exercised so that only
          whole shares of Preferred Stock will be issued. 
           
                    The Rights are not exercisable until the
          Distribution Date and will expire at 5:00 P.M. (Chicago,
          Illinois time) on November 3, 2007, unless such date is
          extended or the Rights are earlier redeemed or exchanged by
          the Company as described below. 
           
                    As soon as practicable after the Distribution
          Date, Rights Certificates will be mailed to holders of
          record of the Common Stock as of the close of business on
          the Distribution Date and, thereafter, the separate Rights
          Certificates alone will represent the Rights.  Except as
          otherwise determined by the Board of Directors, only shares
          of Common Stock issued prior to the Distribution Date will
          be issued with Rights. 
           
                    In the event that a Person becomes an Acquiring
          Person, except pursuant to an offer for all outstanding
          shares of Common Stock determined by at least a majority of
          the independent directors to be at a price which is  fair
          and not inadequate and to otherwise be in the best interests
          of the Company and its stockholders, after receiving advice
          from one or more investment banking firms (a "Qualified
          Offer"), each holder of a Right will thereafter have the
          right to receive, upon exercise, Common Stock (or, in
          certain circumstances, cash, property or other securities of
          the Company) having a value equal to two times the exercise
          price of the Right.  Notwithstanding any of the foregoing,
          following the occurrence of the event set forth in this
          paragraph, all Rights that are, or (under certain
          circumstances specified in the Rights Agreement) were,
          beneficially owned by any Acquiring Person will be null and
          void.  However, Rights are not exercisable following the
          occurrence of the event set forth above until such time as
          the Rights are no longer redeemable by the Company as set
          forth below. 
           
                    For example, at an exercise price of $[A] per
          Right, each Right not owned by an Acquiring Person (or by
          certain related parties) following an event set forth in the
          preceding paragraph would entitle its holder to purchase
          $[2A] worth of Common Stock (or other consideration, as
          noted above) for $[A].  Assuming that the Common Stock had a
          per share value of $[current market] at such time, the
          holder of each valid Right would be entitled to purchase     
          shares of Common Stock for $[A]. 
           
                    In the event that, at any time following the Stock
          Acquisition Date, (i) the Company engages in a merger or
          other business combination transaction in which the Company
          is not the surviving corporation (other than with an entity
          which acquired the shares pursuant to a Qualified Offer),
          (ii) the Company engages in a merger or other business
          combination transaction in which the Company is the
          surviving corporation and the Common Stock of the Company is
          changed or exchanged, or (iii) 50% or more of the Company's
          assets, cash flow or earning power is sold or transferred,
          each holder of a Right (except Rights which have previously
          been voided as set forth above) shall thereafter have the
          right to receive, upon exercise, common stock of the
          acquiring company having a value equal to two times the
          exercise price of the Right.  The events set forth in this
          paragraph and in the second preceding paragraph are referred
          to as the "Triggering Events." 

                    At any time after a person becomes an Acquiring
          Person and prior to the acquisition by such person or group
          of fifty percent (50%) or more of the outstanding Common
          Stock, the Board may exchange the Rights (other than Rights
          owned by such person or group which have become void), in
          whole or in part, at an exchange ratio of one share of
          Common Stock, or one one-hundred and fiftieth of a share of
          Preferred Stock (or of a share of a class or series of the
          Company's preferred stock having equivalent rights,
          preferences and privileges), per Right (subject to
          adjustment).

                    At any time prior to the earlier of (i) the Close
          of Business on the tenth business day following the Stock
          Acquisition Date, (or, if the Stock Acquisition Date shall
          have occurred prior to the Record Date, the Close of
          Business on the tenth Business Day following the Record
          Date), or (ii) Final Expiration Date, the Board of Directors
          may, at its option, redeem the Rights in whole, but not in
          part, at a price of $.01 per Right (payable in cash, Common
          Stock or other consideration deemed appropriate by the Board
          of Directors).  Immediately upon the action of the Board of
          Directors ordering redemption of the Rights, the Rights will
          terminate and the only right of the holders of Rights will
          be to receive the $.01 redemption price.  The foregoing
          notwithstanding, in the event that a majority of the Board
          of Directors of the Company is elected by Stockholder action
          by written consent, or is comprised of persons elected at a
          meeting of stockholders who were not nominated by the Board
          of Directors in office immediately prior to such meeting,
          then the Rights shall not be redeemed if such redemption is
          reasonably likely to have the purpose or effect of allowing
          any person to become an Acquiring Person or otherwise
          facilitating the occurrence of Triggering Event or a
          transaction with an Acquiring Person, for a period of one
          hundred eighty (180) days following the effectiveness of
          such election.
            
                    Until a Right is exercised, the holder thereof, as
          such, will have no rights as a stockholder of the Company,
          including, without limitation, the right to vote or to
          receive dividends.  While the distribution of the Rights
          will not be taxable to stockholders or to the Company,
          stockholders may, depending upon the circumstances,
          recognize taxable income in the event that the Rights become
          exercisable for Common Stock (or other consideration) of the
          Company or for common stock of the acquiring company or in
          the event of the redemption of the Rights as set forth
          above. 
           
                    Any of the provisions of the Rights Agreement may
          be amended by the Board of Directors of the Company prior to
          the Distribution Date.  After the Distribution Date, the
          provisions of the Rights Agreement may be amended by the
          Board in order to cure any ambiguity, to make changes which
          do not adversely affect the interests of holders of Rights,
          or to shorten or lengthen any time period under the Rights
          Agreement with a few exceptions.  The foregoing
          notwithstanding, no amendment may be made at such time as
          the Rights are not redeemable. 
           
                    A copy of the Rights Agreement is being filed 
          with the Securities and Exchange Commission as an Exhibit to
          a Registration Statement on Form 8-A/Current Report on Form
          8-K dated            , 199 .  A copy of the Rights Agreement
          is available free of charge from the Rights Agent.  This
          summary description of the Rights does not purport to be
          complete and is qualified in its entirety by reference to
          the Rights Agreement, which is incorporated herein by
          reference.






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