CALPINE CORP
8-A12G, 1997-06-17
COGENERATION SERVICES & SMALL POWER PRODUCERS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM 8-A



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



                               CALPINE CORPORATION
               (Exact name of registrant as specified in charter)


                  DELAWARE                   033-73160            77-0212977
(State of incorporation or organization)    (Commission         (IRS Employer
                                            File Number)     Identification No.)

50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA                   95113
(Address of principal executive offices)


Registrant's telephone number, including area code  (408) 995-5115

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      NONE
                                (Title of Class)


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


                         PREFERRED STOCK PURCHASE RIGHTS
                                (Title of Class)
<PAGE>   2
Item 5.  Other Events.


                  On June 5, 1997, the Board of Directors of Calpine Corporation
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock (the "Common Stock"), par
value $0.001 per share, of the Company. The dividend is payable on June 18, 1997
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share (a "Unit") of Series A Junior Participating Preferred Stock, par
value $0.001 per share (the "Preferred Stock"), of the Company at a price of
$80.00 per Unit (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of June 5,
1997 (the "Rights Agreement") between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent").

                  Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Continuing Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of such outstanding Common Stock (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of this Summary of Rights
attached thereto.

                  The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the Close of Business on the
Distribution Date and such separate Rights Certificates alone will evidence the
Rights.

                  The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on June 18, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.

                  The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Units of Preferred Stock of certain rights or warrants to subscribe for or
purchase Units of Preferred Stock at a price, or securities convertible into
Units of Preferred Stock with a conversion price, less than the then current
market price of the Units of Preferred Stock or (iii) upon the distribution to
holders of the Units of Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Units of Preferred Stock) or of subscription
rights or warrants (other than those referred to above).

                  The number of outstanding Rights and the number of Units of
Preferred Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on the Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.


                                       2.
<PAGE>   3
                  Units of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each Unit of Preferred Stock will be entitled to
a dividend equal to any dividend declared per share of Common Stock. In the
event of liquidation, each Unit of Preferred Stock will be entitled to a payment
equal to any payment made per share of Common Stock. Each Unit of Preferred
Stock will have one vote, voting together with the Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, each Unit of Preferred Stock will be entitled to
receive an amount equal to the amount received per share of Common Stock. These
rights are protected by customary antidilution provisions.

                  Because of the nature of the dividend, liquidation and voting
rights, the value of each Unit of Preferred Stock purchasable upon exercise of
the Rights should approximate the value of one share of Common Stock.

                  In the event that, after the Rights become exercisable, the
Company is acquired in a merger or other business combination transaction with
an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated
assets or earning power are sold to an Acquiring Person or an affiliate thereof,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon exercise thereof at the then current exercise
price of the Rights, that number of shares of common stock of the acquiring
company which at the time of such transaction will have a market value of two
times the exercise price of the Rights.

                  In the event that any person or group of affiliated or
associated persons becomes the beneficial owner of 15% or more of the
outstanding shares of Common Stock, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Units of Preferred Stock (or cash, shares of Common
Stock or other securities or property) having a market value of two times the
exercise price of the Rights.

                  At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding shares of Common Stock and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Stock, the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Unit of Preferred
Stock per Right (subject to adjustment).

                  With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Units of Preferred Stock on the
last trading day prior to the date of exercise.

                  At any time within ten (10) business days after a person or
group of affiliated or associated persons acquire beneficial ownership of 15% or
more of the outstanding Common Stock (unless the Continuing Directors extend
such ten-day period), the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"), upon the approval of a majority of the Continuing Directors. The
redemption of the rights may be made effective at such time on such basis and
with such conditions as the Board of Directors, upon the approval of the
Continuing Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The Rights are also redeemable under other circumstances as specified in the
Rights Agreement.

                  The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights upon
the approval of a majority of the Continuing Directors, except that, from and
after a Distribution Date, no such amendment may adversely affect the interests
of the holders of the Rights.


                                       3.
<PAGE>   4
                  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.

                  The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the occurrence of a Distribution
Date.

                  The Rights Agreement, dated as of June 5, 1997, between the
Company and the Rights Agent, specifying the terms of the Rights, is attached
hereto as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibit.


Item 2.  Exhibits.

2.       Form of Rights Agreement, dated as of June 5, 1997, between the 
         Company and First Chicago Trust Company of New York, which includes the
         form of Certificate of Designations for the Series A Junior
         Participating Preferred Stock as Exhibit A, the form of Right
         Certificate as Exhibit B and the Summary of Rights to Purchase
         Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, printed
         Right Certificates will not be mailed until as soon as practicable
         after the earlier of the tenth (10th) business day after public
         announcement that a person or group has acquired beneficial ownership
         of 15% or more of the Common Stock or the tenth (10th) business day (or
         such later date as may be determined by action of the Board of
         Directors) after a person commences, or announces its intention to
         commence, a tender offer or exchange offer the consummation of which
         would result in the beneficial ownership by a person or group of 15% or
         more of the Common Stock.


                                       4.
<PAGE>   5
                                    SIGNATURE

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



                                     CALPINE CORPORATION



DATE:  June 16, 1997                 By:      /s/ Ann B. Curtis
                                              ------------------------------
                                              Name:    Ann B. Curtis
                                              Title:   Senior Vice President
<PAGE>   6
                                  EXHIBIT INDEX


EXHIBIT
NUMBER                              DOCUMENT DESCRIPTION
- ------                              --------------------

4.       Form of Rights Agreement, dated as of June 5, 1997, between the 
         Company and First Chicago Trust Company of New York, which includes the
         form of Certificate of Designations for the Series A Junior
         Participating Preferred Stock as Exhibit A, the form of Right
         Certificate as Exhibit B and the Summary of Rights to Purchase
         Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, printed
         Right Certificates will not be mailed until as soon as practicable
         after the earlier of the tenth (10th) business day after public
         announcement that a person or group has acquired beneficial ownership
         of 15% or more of the Common Stock or the tenth (10th) business day (or
         such later date as may be determined by action of the Board of
         Directors) after a person commences, or announces its intention to
         commence, a tender offer or exchange offer the consummation of which
         would result in the beneficial ownership by a person or group of 15% or
         more of the Common Stock.


                                       6.

<PAGE>   1
                                                                       Exhibit 4

                               CALPINE CORPORATION


                                       AND


                     FIRST CHICAGO TRUST COMPANY OF NEW YORK


                                 (RIGHTS AGENT)


                                RIGHTS AGREEMENT


                            DATED AS OF JUNE 5, 1997
<PAGE>   2
                                TABLE OF CONTENTS

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

Section 2.       Appointment of Rights Agent  . . . . . . . . . . . . . . . . . . . . . .    6

Section 3.       Issue of Rights Certificates . . . . . . . . . . . . . . . . . . . . . .    6

Section 4.       Form of Rights Certificates  . . . . . . . . . . . . . . . . . . . . . .    7

Section 5.       Countersignature and Registration  . . . . . . . . . . . . . . . . . . .    8

Section 6.       Transfer, Split-Up, Combination and Exchange of Rights Certificates;
                 Mutilated, Destroyed, Lost or Stolen Rights Certificates . . . . . . . .    9

Section 7.       Exercise of Rights; Purchase Price; Expiration Date of Rights  . . . . .   10

Section 8.       Cancellation and Destruction of Rights Certificates  . . . . . . . . . .   11

Section 9.       Reservation and Availability of Preferred Stock  . . . . . . . . . . . .   12

Section 10.      Preferred Stock Record Date  . . . . . . . . . . . . . . . . . . . . . .   13

Section 11.      Adjustment of Purchase Price, Number of Shares or Number of Rights . . .   13

Section 12.      Certificate of Adjusted Purchase Price or Number of Shares . . . . . . .   22

Section 13.      Consolidation, Merger or Sale or Transfer of Assets or Earning Power . .   22

Section 14.      Fractional Rights and Fractional Shares  . . . . . . . . . . . . . . . .   25

Section 15.      Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26

Section 16.      Agreement of Rights Holders  . . . . . . . . . . . . . . . . . . . . . .   26

Section 17.      Rights Certificate Holder Not Deemed a Stockholder . . . . . . . . . . .   27

Section 18.      Concerning the Rights Agent  . . . . . . . . . . . . . . . . . . . . . .   27

Section 19.      Merger or Consolidation or Change of Name of Rights Agent  . . . . . . .   28

Section 20.      Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . .   28
</TABLE>


                                       i.
<PAGE>   3
<TABLE>
<S>              <C>                                                                        <C>
Section 21.      Change of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . .   30

Section 22.      Issuance of New Rights Certificates  . . . . . . . . . . . . . . . . . .   31

Section 23.      Redemption and Termination . . . . . . . . . . . . . . . . . . . . . . .   32

Section 24.      Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33

Section 25.      Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . . .   34

Section 26.      Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34

Section 27.      Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . .   35

Section 28.      Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36

Section 29.      Determinations and Actions by the Board of Directors . . . . . . . . . .   36

Section 30.      Benefits of This Agreement . . . . . . . . . . . . . . . . . . . . . . .   36

Section 31.      Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37

Section 32.      Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37

Section 33.      Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37

Section 34.      Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . .   37
</TABLE>


EXHIBITS

Exhibit A -      Form of Certificate of Designation of Series A Participating 
                 Preferred Stock

Exhibit B -      Form of Rights Certificate

Exhibit C -      Summary of Rights to Purchase Shares of Preferred Stock


                                       ii.
<PAGE>   4
                                RIGHTS AGREEMENT


                 RIGHTS AGREEMENT, dated as of June 5, 1997, between Calpine
Corporation, a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York (the "Rights Agent").

                 WHEREAS, effective June 5, 1997 (the "Rights Dividend
Declaration Date"), the Board of Directors authorized and declared a
distribution of one Right (each, a "Right") for each share of Common Stock (as
hereinafter defined) of the Company outstanding as of the Close of Business (as
hereinafter defined) on June 18, 1997 (the "Record Date"), each Right initially
representing the right to purchase one one-thousandth of a share (a "Unit") of
Preferred Stock (as hereinafter defined) upon the terms and subject to the
conditions herein set forth, and has further authorized and directed the
issuance of one Right with respect to each share of Common Stock that shall
become outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date or the Final Expiration Date (as such terms are
hereinafter defined).

                 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 (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall be the Beneficial
Owner (as such term is hereinafter defined) of 15% or more of the shares of
Common Stock of the Company then outstanding, but shall not include the Company,
any Subsidiary (as such term is hereinafter defined) of the Company, any
employee benefit plan of the Company or any Subsidiary of the Company, or any
entity holding shares of Common Stock for or pursuant to the terms of any such
plan. Notwithstanding the foregoing:

                  (i) no Person shall become an "Acquiring Person" as the result
         of an acquisition of shares of Common Stock by the Company which, by
         reducing the number of shares outstanding, increases the proportionate
         number of shares beneficially owned by such Person to 15% or more of
         the shares of Common Stock of the Company then outstanding; provided,
         however, that if a Person shall become the Beneficial Owner of 15% or
         more of the shares of Common Stock of the Company then outstanding by
         reason of share purchases by the Company and shall, after such share
         purchases by the Company, become the Beneficial Owner of any additional
         shares of Common Stock of the Company, then such Person shall be deemed
         to be an "Acquiring Person" hereunder; and

                  (ii) if the Board of Directors of the Company determines (upon
         approval by a majority of the Continuing Directors (as such term is
         hereinafter defined)) in good faith


                                       1.
<PAGE>   5
         that a Person who would otherwise be an "Acquiring Person" (as defined
         pursuant to the foregoing provisions of this paragraph (a)) has become
         such inadvertently, and such Person divests as promptly as practicable
         a sufficient number of shares of Common Stock so that such Person would
         no longer be an "Acquiring Person" (as defined pursuant to the
         foregoing provisions of this paragraph (a)), then such Person shall not
         be deemed to be an "Acquiring Person" for any purpose of this
         Agreement.

                  (b) "Adjustment Shares" has the meaning set forth in Section
         11(a)(ii).

                  (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 (as such term is hereinafter defined).

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

                  (i) which such Person or any of such Person's Affiliates or
         Associates beneficially owns, directly or indirectly, for purposes of
         Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any
         comparable or successor law or regulation); or

                  (ii) which such Person or any of such Person's Affiliates or
         Associates, directly or indirectly, has (A) the right to acquire
         (whether such right is exercisable immediately or only after the
         passage of time) pursuant to any agreement, arrangement or
         understanding (whether or not in writing, other than customary
         agreements with and between underwriters and selling group members with
         respect to a bona fide public offering of securities), or upon the
         exercise of conversion rights, exchange rights, rights (other than the
         Rights), warrants or options, or otherwise; provided, however, that a
         Person shall not be deemed the Beneficial Owner of, or to beneficially
         own, securities tendered pursuant to a tender or exchange offer made by
         or on behalf of such Person or any of such Person's Affiliates or
         Associates until such tendered securities are accepted for purchase or
         exchange; or (B) the right to vote pursuant to any agreement,
         arrangement or understanding; provided further, 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: (x) 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 Exchange Act and the Exchange Act Regulations, and
         (y) is not reportable by such Person on Schedule 13D under the Exchange
         Act (or any comparable or successor report); or

                  (iii) which are beneficially owned, directly or indirectly, by
         any other Person (or any Affiliate or Associate thereof) with which
         such Person (or any of such Person's Affiliates or Associates) has any
         agreement, arrangement or understanding, (whether or not in writing,
         other than customary agreements with and between underwriters and


                                       2.
<PAGE>   6
         selling group members with respect to a bona fide public offering of
         securities), for the purpose of acquiring, holding, voting (except to
         the extent contemplated by the proviso to subparagraph (i) of this
         paragraph (e)) or disposing of any securities of the Company;
         provided, however, that in no case shall an officer or director of
         the Company be deemed (A) the Beneficial Owner of any securities
         beneficially owned by another officer or director of the Company
         solely by reason of actions undertaken by such persons in their
         capacity as officers or directors of the Company or (B) the Beneficial
         Owner of securities held of record by the trustee of any employee
         benefit plan of the Company or any Subsidiary of the Company for the
         benefit of any employee of the Company or any Subsidiary of the
         Company, other than the officer or director, by reason of any influence
         that such officer or director may have over the voting of the
         securities held in the plan;

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

                  (e) "Business Day" shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in the State of California or the
state in which the principal office of the Rights Agent is located 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., California time, on such date; provided, however, that if such date is not
a Business Day it shall mean 5:00 P.M., California time, on the next succeeding
Business Day.

                  (g) "Common Stock" when used with reference to the Company
shall mean the shares of common stock, par value $0.001, of the Company. "Common
Stock" when used with reference to any Person other than the Company shall mean
the capital stock (or other equity interest) with the greatest voting power of
such other Person or, if such other Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person.

                  (h) "Company" shall have the meaning set forth in the recitals
to this Agreement.

                  (i) "Continuing Director" shall mean a member of the Board of
Directors of the Company who is not an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, or a representative or agent of an Acquiring
Person or of any such Affiliate or Associate, and who was either (i) a member of
the Board of Directors prior to the date of this Agreement, or (ii) subsequently
became a member of the Board of Directors and whose election or nomination for
election is recommended or approved by a majority of the Continuing Directors
then on the Board of Directors.


                                       3.
<PAGE>   7
                  (j) "current per share market price" shall have the meaning
set forth in Section 11(d)(i) hereof.

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

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

                  (m) "equivalent preferred shares" shall have the meaning set
forth in Section 11(b) hereof.

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

                  (o) "Exchange Act Regulations" shall mean the General Rules
and Regulations under the Exchange Act.

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

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

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

                  (s) "NASDAQ" shall have the meaning set forth in Section 11(d)
hereof.

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

                  (u) "Preferred Stock" shall mean shares of Series A Preferred
Stock, par value $0.001, of the Company having the rights and preferences set
forth in the Form of Certificate of Designation attached to this Agreement as
Exhibit A.

                  (v) "preferred stock equivalents" shall have the meaning set
forth in Section 11(a)(iii) hereof.

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

                  (x) "Record Date" shall have the meaning set forth in the
recitals to this Agreement.

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


                                       4.
<PAGE>   8
                  (z) "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.

                  (aa) "Right" shall have the meaning set forth in the recitals
to this Agreement.

                  (ab) "Rights Agent" shall have the meaning set forth in the
recitals to this Agreement.

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

                  (ad) "Rights Dividend Declaration Date" shall have the meaning
set forth in the recitals to this Agreement.

                  (ae) "Section 11(a)(ii) Event" shall mean any event described
in Section 11(a)(ii)(A), (B) or (C) hereof.

                  (af) "Section 11(a)(ii) Trigger Date" shall have the meaning
set forth in Section 11(a)(iii) hereof.

                  (ag) "Section 13 Event" shall mean any event described in
clause (i), (ii) or (iii) of Section 13(a) hereof.

                  (ah) "Section 24(a) Exchange Ratio" has the meaning set forth
in Section 24(a) hereof.

                  (ai) "Securities Act" shall mean the Securities Act of 1933,
as amended.

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

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

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

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

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


                                       5.
<PAGE>   9
                  (ao) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.

                  (ap) "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 in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents as
it may deem necessary or desirable.

                  Section 3. Issue of Rights Certificates. (a) Until the earlier
of (i) the Close of Business on the Shares Acquisition Date and (ii) the Close
of Business on the tenth Business Day (or such later date as may be determined
by action of the Company's Board of Directors upon approval by a majority of the
Continuing Directors prior to such time as any Person becomes an Acquiring
Person and of which the Company will give the Rights Agent prompt written
notice) 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 entity holding shares of
Common Stock for or pursuant to the terms of any such plan) is first published
or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act
Regulations or any successor rule or of the first public announcement of the
intention of 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 entity holding shares of Common Stock for or pursuant to the terms of any
such plan) to commence, a tender or exchange offer, if upon consummation thereof
such Person would be the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding (the earlier of (i) and (ii) above being the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the certificates for shares of Common
Stock registered in the names of the holders thereof (which certificates shall
also be deemed to be Rights Certificates) and not by separate Rights
Certificates, and (y) the right to receive Rights Certificates will be
transferable only in connection with the transfer of shares of Common Stock. As
soon as practicable after the Distribution Date, the Company will notify the
Rights Agent thereof and the Company will prepare and execute, the Rights Agent
will countersign, and the Company will send or cause to be sent (and the Rights
Agent will, if requested, send) by first-class, insured, postage-prepaid mail,
to each record holder of shares of Common Stock as of the Close of Business on
the Distribution Date, at the address of such holder shown on the records of the
Company, a Rights Certificate, in substantially the form of Exhibit B hereto (a
"Rights Certificate"), evidencing one Right for each share of Common Stock so
held. As of the Distribution Date, the Rights will be evidenced solely by such
Rights Certificates.

                  (b) On the Record Date, or as soon as practicable thereafter,
the Company will send a copy of a Summary of Rights to Purchase Preferred Stock,
in substantially the form of Exhibit C hereto (the "Summary of Rights"), by
first-class, postage-prepaid mail, to each record holder of shares of Common
Stock as of the Close of Business on the Record Date, at the address of such
holder shown on the records of the Company. With respect to certificates for
shares of


                                       6.
<PAGE>   10
Common Stock outstanding as of the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates registered in the names of the
holders thereof together with a copy of the Summary of Rights attached thereto.
Until the Distribution Date (or the Expiration Date), the surrender for transfer
of any certificate for shares of Common Stock outstanding on the Record Date,
with or without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the shares of Common Stock
represented thereby.

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

                  This certificate also evidences and entitles the holder hereof
                  to certain rights as set forth in a Rights Agreement between
                  Calpine Corporation and First Chicago Trust Company of New
                  York, dated as of June 5, 1997 (the "Rights Agreement"), the
                  terms of which are hereby incorporated herein by reference and
                  a copy of which is on file at the principal executive offices
                  of Calpine Corporation. Under certain circumstances, as set
                  forth in the Rights Agreement, such Rights will be evidenced
                  by separate certificates and will no longer be evidenced by
                  this certificate. Calpine Corporation will mail to the holder
                  of this certificate a copy of the Rights Agreement without
                  charge after receipt of a written request therefor. Under
                  certain circumstances, as set forth in the Rights Agreement,
                  Rights issued to any Person who becomes an Acquiring Person
                  (as 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 the Distribution Date and the Expiration Date, the Rights associated
with the shares of Common Stock represented by such certificates shall be
evidenced by such certificates alone, and the surrender for transfer of any such
certificate shall also constitute the transfer of the Rights associated with the
shares of Common Stock represented thereby. In the event that the Company
purchases or acquires any shares of Common Stock after the Record Date but prior
to the Distribution Date, any Rights associated with such shares of Common Stock
shall be deemed cancelled and retired so that the Company shall not be entitled
to exercise any Rights associated with the shares of Common Stock which are no
longer outstanding.

                  Section 4. Form of Rights Certificates. (a) The Rights
Certificates (and the forms of election to purchase Units of Preferred Stock and
of assignment to be printed on the reverse thereof) shall be substantially the
same as Exhibit B hereto and may have such marks of


                                       7.
<PAGE>   11
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or transaction reporting system 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 shall entitle the holders thereof to purchase the number of Units
of Preferred Stock as shall be set forth therein at the price per Unit of
Preferred Stock set forth therein, but the number of such Units of Preferred
Stock and the Purchase Price shall be subject to adjustment as provided herein.

                  (b) Any Rights Certificate issued pursuant hereto 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 a majority of the Continuing 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 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 between Calpine
                  Corporation and First Chicago Trust Company of New York, as
                  Rights Agent, dated as of June 5, 1997 (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, any of its Senior Vice Presidents, Vice Presidents, or its
Treasurer or Chief Financial Officer, either manually or by facsimile signature,
shall have affixed thereto the Company's seal or a facsimile thereof, and shall
be attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. The Rights Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose unless
countersigned. In case any officer of the 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;


                                       8.
<PAGE>   12
and any Rights Certificate 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 office designated for such purpose, books for
registration and transfer of the Rights Certificates issued hereunder. Such
books shall show the names and addresses of the 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 Sections 4(b), 7(e) and 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 Rights
Certificates may be transferred, split up, combined or exchanged for another
Rights Certificate or Rights Certificates, entitling the registered holder to
purchase a like number of Units of Preferred Stock (or, following a Triggering
Event, other securities, cash or other assets, as the case may be) as the Rights
Certificate or Rights Certificates surrendered then entitled such holder to
purchase. Any registered holder desiring to transfer, split up, combine or
exchange any Rights Certificate or Rights Certificates shall make such request
in writing delivered to the Rights Agent, and shall surrender the Rights
Certificate or Rights Certificates to be transferred, split up, combined or
exchanged at the office of the Rights Agent 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 Sections 4(b), 7(e) and 14 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, at the Company's
request, reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Rights Certificate if mutilated, the Company will make and
deliver a new Rights Certificate of like tenor to the Rights Agent for delivery
to the registered holder in lieu of the Rights Certificate so lost, stolen,
destroyed or mutilated.


                                       9.
<PAGE>   13
                  Section 7. Exercise of Rights; Purchase Price; Expiration Date
of Rights. (a) Except as provided in Sections 23(c) and 7(e), the registered
holder of any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Rights Certificate, with the form of
election to purchase and certification on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent designated for
such purpose, together with payment of the Purchase Price for each Unit of
Preferred Stock as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on the tenth anniversary hereof (the
"Final Expiration Date"), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at
which such Rights are exchanged as provided in Section 24 hereof (the earlier of
(i), (ii) and (iii) being the "Expiration Date").

                  (b) The Purchase Price for each Unit of Preferred Stock
pursuant to the exercise of a Right shall initially be $80.00, shall be subject
to adjustment from time to time as provided in Sections 11 and 13 hereof and
shall be payable in lawful money of the United States of America in accordance
with paragraph (c) below.

                  (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the number of Units of
Preferred Stock (or other securities or property, as the case may be) to be
purchased and an amount equal to any applicable transfer tax required to be paid
by the holder of such Rights Certificate in accordance with Section 9 hereof in
cash, or by certified check or cashier's check payable to the order of the
Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
promptly (i) (A) requisition from any transfer agent of the Preferred Stock (or
make available, if the Rights Agent is the transfer agent for the Preferred
Stock) a certificate or certificates for the number of Units 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 Units of Preferred Stock issuable upon exercise
of the Rights hereunder with a depositary agent, requisition from the depositary
agent a depositary receipt or depositary receipts representing such number of
Units of Preferred Stock as are to be purchased (in which case certificates for
the Units of Preferred Stock represented by such receipt or receipts shall be
deposited by the transfer agent with the depositary agent), and the Company
hereby directs the depositary agent to comply with such request, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 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) when appropriate, after receipt thereof, deliver such cash 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 (including to zero)
pursuant to Section 11(a)(iii) hereof) may 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 of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements


                                       10.
<PAGE>   14
necessary so that such other securities, cash and/or other property are
available for distribution by the Rights Agent, if and when appropriate.

                  (d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing a number of Rights equivalent to the number of Rights
remaining unexercised shall be issued by the Rights Agent to the registered
holder of such Rights Certificate or to such registered holder's duly authorized
assigns, 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 Triggering 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, (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 a majority of the
Continuing 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) or (iv) any subsequent transferee 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
ensure 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 to any other Person as a result of its failure to make any determinations
with respect to an Acquiring Person or any of such Acquiring Person's
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 to any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Rights Agreement. The
Company shall deliver to the Rights Agent for


                                       11.
<PAGE>   15
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 Preferred Stock.
(a) The Company covenants and agrees that it will use its best efforts to cause
to be reserved and kept available out of and to the extent of its authorized and
unissued Units of Preferred Stock not reserved for another purpose that will be
sufficient to permit the exercise in full of all outstanding Rights. Upon the
occurrence of any events resulting in an increase in the aggregate number of
shares of Preferred Stock (or other equity securities of the Company) issuable
upon exercise of all outstanding Rights above the number then reserved, the
Company shall make appropriate increases in the number of shares so reserved.

                  (b) If the Units of Preferred Stock to be issued and delivered
upon the exercise of the Rights are at any time listed on a national securities
exchange or included for quotation on any transaction reporting system, the
Company shall during the period from the Distribution Date to the Expiration
Date use its best efforts to cause all shares reserved for such issuance to be
listed on such exchange or included for quotation on any such transaction
reporting system 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 in 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, or as soon as is required by law following the
Distribution Date, as the case may be, a registration statement under the
Securities 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 Securities Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities and
(B) the Expiration Date. The Company will also take such action as may be
appropriate under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability of the Rights.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction unless the requisite qualification
in such jurisdiction shall have been obtained or an exemption therefrom shall be
available and until a registration statement has been declared effective.

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


                                       12.
<PAGE>   16
                  (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 or of any Units of Preferred Stock 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 certificates or depositary
receipts for Units of Preferred Stock in a name other than that of, the
registered holder of the Rights Certificate evidencing Rights surrendered for
exercise or to issue or to deliver any certificates or depositary receipts for
Units of Preferred Stock upon the exercise of any Rights until any 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 reasonable satisfaction that no such tax is due.

                  Section 10. Preferred Stock Record Date. Each person in whose
name any certificate for Units of Preferred Stock (or, following the occurrence
of a Triggering Event, other securities) is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the
Units of Preferred Stock (or, following the occurrence of a Triggering Event,
other securities) 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 any 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, following the occurrence
of a Triggering Event, other securities) transfer books of the Company are
closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which the Preferred Stock transfer books of the Company are open; provided
further, however, that if delivery of Units of Preferred Stock is delayed
pursuant to Section 9(c), such Persons shall be deemed to have become the record
holders of such Units of Preferred Stock only when such Units first become
deliverable. 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 capital stock 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. Prior to the exercise of the Rights evidenced thereby, the
holder of a Rights Certificate shall not be entitled to any rights of a holder
of a Unit of Preferred Stock 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 of Shares or
Number of Rights. The Purchase Price, the number and kinds of securities covered
by each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.


                                       13.
<PAGE>   17
                  (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
         shares of Preferred Stock, (C) combine the outstanding Preferred Stock
         into a smaller number of shares Preferred Stock 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), the
         Purchase Price in effect at the time of the record date for such
         dividend or of the effective date of such subdivision, combination or
         reclassification, and the number and kind of shares of capital stock
         issuable on such date, shall be proportionately adjusted so that the
         holder of any Rights exercised after such time shall be entitled to
         receive the aggregate number and kind of shares of capital stock which,
         if such Rights 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; provided, however , that in no event shall the
         consideration to be paid upon the exercise of one Right be less than
         the aggregate par value of the shares of capital stock of the Company
         issuable upon exercise of one Right. If an event occurs which would
         require an adjustment under both this Section 11(a)(i) and Section
         11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall
         be in addition to, and shall be made prior to, any adjustment required
         pursuant to Section 11(a)(ii).

                  (ii) Subject to Section 24 of this Agreement, in the event
         that (A) any Acquiring Person or any Associate or Affiliate of any
         Acquiring Person, at any time after the date of this Agreement,
         directly or indirectly, shall (1) merge into the Company or otherwise
         combine with the Company and the Company shall be the continuing or
         surviving corporation of such merger or combination and shares of
         Common Stock shall remain outstanding and unchanged, (2) in one
         transaction or a series of transactions, transfer any assets to the
         Company or any of its Subsidiaries in exchange (in whole or in part)
         for shares of Common Stock, for other equity securities of the Company
         or any such Subsidiary, or for securities exercisable for or
         convertible into shares of equity securities of the Company or any of
         its Subsidiaries (whether shares of Common Stock or otherwise) or
         otherwise obtain from the Company or any of its Subsidiaries, with or
         without consideration, any additional shares of such equity securities
         or securities exercisable for or convertible into such equity
         securities other than pursuant to a pro rata distribution to all
         holders of shares of Common Stock), (3) sell, purchase, lease,
         exchange, mortgage, pledge, transfer or otherwise acquire or dispose
         of, in one transaction or a series of transactions, to, from or with
         the Company or any of its Subsidiaries or any employee benefit plan
         maintained by the Company or any of its Subsidiaries or any trustee or
         fiduciary with respect to such plan acting in such capacity, assets
         (including securities) on terms and conditions less favorable to the
         Company or such Subsidiary or plan than those that could have been
         obtained in arm's-length negotiations with an unaffiliated third party,
         other than pursuant to a transaction set forth in Section 13(a) hereof,
         (4) sell, purchase, lease, exchange, mortgage, pledge, transfer or
         otherwise acquire


                                       14.
<PAGE>   18
         or dispose of, in one transaction or a series of transactions, to, from
         or with the Company or any of its Subsidiaries or any employee benefit
         plan maintained by the Company or any of its Subsidiaries or any
         trustee or fiduciary with respect to such plan acting in such capacity
         (other than transactions, if any, consistent with those engaged in, as
         of the date hereof, by the Company and such Acquiring Person or such
         Associate or Affiliate), assets (including securities or intangible
         assets) having an aggregate fair market value of more than $5,000,000,
         other than pursuant to a transaction set forth in Section 13(a) hereof,
         (5) receive, or any designee, agent or representative of such Acquiring
         Person or any Affiliate or Associate of such Acquiring Person shall
         receive, any compensation from the Company or any of its Subsidiaries
         other than compensation for full-time employment as a regular employee
         at rates in accordance with the Company's (or its Subsidiaries') past
         practices, or (6) receive the benefit, directly or indirectly (except
         proportionately as a holder of shares of Company Common Stock or as
         required by law or governmental regulation), of any loans, advances,
         guarantees, pledges or other financial assistance or any tax credits or
         other tax advantages provided by the Company or any of its Subsidiaries
         or any employee benefit plan maintained by the Company or any of its
         Subsidiaries or any trustee or fiduciary with respect to such plan
         acting in such capacity; or (B) any Person shall become an Acquiring
         Person, unless the event causing the Person to become an Acquiring
         Person is a transaction set forth in Section 13(a); or (C) during such
         time as there is an Acquiring Person, there shall be any
         reclassification of securities (including any reverse stock split), or
         recapitalization of the Company, or any merger or consolidation of the
         Company with any of its Subsidiaries or any other transaction or series
         of transactions involving the Company or any of its Subsidiaries, other
         than a transaction or transactions to which the provisions of Section
         13(a) apply (whether or not with or into or otherwise involving an
         Acquiring Person), which has the effect, directly or indirectly, of
         increasing by more than 1% the proportionate share of the outstanding
         shares of any class of equity securities of the Company or any of its
         Subsidiaries that is directly or indirectly beneficially owned by any
         Acquiring Person or any Person or any Associate or Affiliate of any
         Acquiring Person;

then promptly following the occurrence of an event described in Section
11(a)(ii)(A), (B) or (C) (a "Section 11(a)(ii) Event"), proper provision shall
be made so that each holder of a Right, except as provided in Section 7(e)
hereof, shall thereafter have the right to receive for each Right, upon exercise
thereof in accordance with the terms of this Agreement and payment of the
then-current Purchase Price, in lieu of the number of Units of Preferred Stock
for which a Right was exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event, such number of Units of Preferred Stock as shall equal
the result obtained by multiplying the then-current Purchase Price by the then
number of Units of Preferred Stock for which a Right was exercisable (or would
have been exercisable if the Distribution Date had occurred) immediately prior
to the first occurrence of a Triggering Event, and dividing that product by 50%
of the current per share market price (determined pursuant to Section 11(d)
hereof) for shares of Common Stock on the date of occurrence of the Triggering
Event (such number of Units of Preferred Stock being hereinafter referred to as
the "Adjustment Shares").


                                       15.
<PAGE>   19
                  (iii) In lieu of issuing Units of Preferred Stock in
         accordance with Section 11(a)(ii) hereof, the Company may, if the Board
         of Directors of the Company, upon approval by a majority of the
         Continuing Directors, determines that such action is necessary or
         appropriate and not contrary to the interest of holders of Rights (and,
         in the event that the number of Units of Preferred Stock which are
         authorized by the Company's Certificate of Incorporation but not
         outstanding or reserved for issuance for purposes other than upon
         exercise of the Rights are not sufficient to permit the exercise in
         full of the Rights, or if any necessary regulatory approval for such
         issuance has not been obtained by the Company, the Company shall): (A)
         determine the excess of (1) the value of the Units of Preferred Stock
         issuable upon the exercise of a Right (the "Current Value") over (2)
         the Purchase Price (such excess being referred to as the "Spread") and
         (B) with respect to each Right, make adequate provision to substitute
         for such Units of Preferred Stock, upon exercise of the Rights, (1)
         cash, (2) a reduction in the Purchase Price, (3) other equity
         securities of the Company (including, without limitation, Common Stock
         or shares or units of shares of any series of preferred stock which the
         Board of Directors of the Company, upon approval by a majority of the
         Continuing Directors, has deemed to have the same value as the Units of
         Preferred Stock (such shares or units of preferred stock are herein
         called "preferred stock equivalents")), except to the extent that the
         Company has not obtained any necessary regulatory approval for such
         issuance, (4) debt securities of the Company, except to the extent that
         the Company has not obtained any necessary regulatory approval for such
         issuance, (5) other assets or (6) any combination of the foregoing,
         having an aggregate value equal to the Current Value, where such
         aggregate value has been determined by the Board of Directors of the
         Company, upon approval by a majority of the Continuing Directors, based
         upon the advice of a nationally recognized investment banking firm
         selected by the Board of Directors of the Company, upon approval by a
         majority of the Continuing Directors; provided, however, 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)
         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)(iii) 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, Units of Preferred Stock (to
         the extent available), and then, if necessary, cash, which Units and/or
         cash have an aggregate value equal to the Spread.

                  (b) In the event that the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of Units of Preferred
Stock entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Units of Preferred Stock (or shares
having the same rights, privileges and preferences as the Preferred Stock
("equivalent preferred shares")) or securities convertible into Units of
Preferred Stock or equivalent preferred shares at a price per Unit of Preferred
Stock or equivalent preferred share (or having a conversion price per share, if
a security convertible into Units of Preferred Stock or equivalent preferred
shares) less than the then current per share market price of a Unit of Preferred
Stock (as determined pursuant to Section 11(d)) on such record date, the
Purchase Price


                                       16.
<PAGE>   20
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 Units of Preferred Stock
outstanding on such record date plus the number of Units of Preferred Stock
which the aggregate offering price of the total number of Units of Preferred
Stock and/or equivalent preferred shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of which shall be the
number of Units of Preferred Stock outstanding on such record date plus the
number of additional Units of Preferred Stock and/or equivalent preferred shares
to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible). In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by a majority of the Continuing 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. Units 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, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

                  (c) In case the Company shall fix a record date for a
distribution to all holders of Units of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular quarterly cash dividend) assets (other
than a dividend payable in Units of Preferred Stock but including any dividend
payable in equity securities other than Preferred Stock) or subscription rights
or warrants (excluding those referred to in Section 11(d) hereof), the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the then current per share market
price (as determined pursuant to Section 11(d)) of the Preferred Stock on such
record date, less the fair market value (as determined in good faith by a
majority of the Continuing 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 holder of rights) of the cash, assets or evidences of
indebtedness to be distributed or of such subscription rights or warrants
distributable in respect of a share of Preferred Stock and the denominator of
which shall be such current per share market price (as determined pursuant to
Section 11(d)) of a 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 again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

                  (d) (i) For the purpose of any computation hereunder, the
         "current per share market price" of any security (a "Security" for the
         purpose of this Section 11(d)(i)) on any date shall be deemed to be the
         average of the daily closing prices per share of such Security for the
         thirty (30) consecutive Trading Days (as such term is hereinafter
         defined)


                                       17.
<PAGE>   21

         immediately prior to such date; provided, however, that in the event
         that the "current per share market price" of the Security is determined
         during a period following the announcement by the issuer of such
         Security of (A) a dividend or distribution on such Security payable in
         shares of such Security or securities convertible into such shares, or
         (B) any subdivision, combination or reclassification of such Security
         and prior to the expiration of thirty (30) Trading Days after the
         ex-dividend date for such dividend or distribution, or the record date
         for such subdivision, combination or reclassification, then, and in
         each such case, the "current per share market price" shall be
         appropriately adjusted to reflect the "current market price" per share
         equivalent of such Security. 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 Nasdaq National Market System ("NASDAQ") or,
         if the Security is not listed or admitted to trading on the NASDAQ, as
         reported in the principal consolidated transaction reporting system
         with respect to securities listed on the principal national securities
         exchange on which the Security is listed or admitted to trading or, if
         the Security is not listed or admitted to trading on any national
         securities exchange, the last quoted price or, if not so quoted, the
         average of the high bid and low asked prices in the over-the-counter
         market, as reported by the NASDAQ or such other system then in use, or,
         if on any such date the Security is not quoted by any such
         organization, the average of the closing bid and asked prices as
         furnished by a professional market maker making a market in the
         Security selected by a majority of the Continuing Directors. If on any
         such date no market maker is making a market in the Security, the
         "current per share market price" of such Security on such date as
         determined in good faith by the Board of Directors of the Company as
         provided for above shall be used. The term "Trading Day" shall mean a
         day on which the principal national securities exchange on which the
         Security is listed or admitted to trading is open for the transaction
         of business or, if the Security is not listed or admitted to trading on
         any national securities exchange, a Business Day.

                  (ii) For the purpose of any computation hereunder, the
         "current per share market price" of the Preferred Stock shall be
         determined in accordance with the method set forth in Section 11(d)(i).
         If the "current per share market price" of the 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 per share market price" of the
         Preferred Stock shall be conclusively deemed to be an amount equal to
         $1,000 (as such amount may be appropriately adjusted for such events as
         stock splits, stock dividends and recapitalizations with respect to
         shares of Common Stock occurring after the date of this Agreement)
         multiplied by the current market price per share of Common Stock. If
         shares of neither the Common Stock nor Preferred Stock is publicly held
         or so listed or traded, "current per share market price" of the
         Preferred Stock shall mean the fair value per share as determined in
         good faith by the Board of Directors of the Company, upon approval by a
         majority of the Continuing


                                       18.
<PAGE>   22
         Directors, 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.

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

                  (f) If as a result of an adjustment made pursuant to Section
11(a)(ii) hereof, the holder of any Rights thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than Units
of Preferred Stock, thereafter the number of such other shares so receivable
upon exercise of any Rights 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
Section 11(a), (b), (c), (d), (e), (g), (h), (i), (j), (k), (l) and (m), and the
provisions of Sections 7, 9, 10, 13 and 14 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 Units 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
Units of Preferred Stock (calculated to the nearest one-millionth of a share of
Preferred Stock) obtained by dividing (i) the product obtained by multiplying
(x) the number of Units of Preferred Stock covered by a Right immediately prior
to this adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, by (ii) the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

                  (i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights in substitution
for any adjustment in the number of Units of Preferred Stock purchasable upon
the exercise of a Right. Each of the Rights outstanding after such adjustment of
the number of Rights shall be exercisable for the number of Units 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 one-thousandth)
obtained by dividing


                                       19.
<PAGE>   23
the Purchase Price in effect immediately prior to adjustment of the Purchase
Price by the Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of its election to
adjust the number of Rights, indicating the record date for the adjustment, and,
if known at the time, the amount of the adjustment to be made. This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Rights Certificates have been issued, shall be at least ten days
later than the date of the public announcement. If Rights Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 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 to be so
distributed shall be issued, executed and countersigned in the manner provided
for herein and shall be registered in the names of the holders of record of
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 Units 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 Unit and the number of Units of
Preferred Stock which were expressed in the initial Rights Certificates issued
hereunder.

                  (k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value of the number of Units 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
number of Units 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 issuing to the holder of any Rights exercised after such record date
of that number of Units of Preferred Stock and other capital stock or securities
of the Company, if any, issuable upon such exercise over and above the Units 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) 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 it in its sole discretion shall


                                       20.
<PAGE>   24
determine to be advisable in order that any (i) consolidation or subdivision of
the Preferred Stock, (ii) issuance wholly for cash of any Unit of Preferred
Stock at less than the current market price, (iii) issuance wholly for cash of
Preferred Stock or securities which by their terms are convertible into or
exchangeable for Preferred Stock, (iv) dividends on Preferred Stock payable in
Preferred Stock or (v) issuance of rights, options or warrants referred to in
this Section 11, hereafter made by the Company to holders of Units of its
Preferred Stock shall not be taxable to such stockholders.

                  (n) The Company shall not, at any time after the Distribution
Date, (i) consolidate with any other Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o)), (ii) merge with or
into any other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o)), or (iii) sell or transfer (or permit any
Subsidiary to sell or transfer), in one transaction, or a series of
transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company and/or any of its Subsidiaries
in one or more transactions each of which complies with Section 11(o)), 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
Person which constitutes or would constitute the "Principal Party" for purposes
of Section 13(a) shall have distributed or otherwise transferred to its
stockholders or other persons holding an equity interest in such Person Rights
previously owned by such Person or any of its Affiliates and Associates;
provided, however, this Section 11(n) shall not affect the ability of any
Subsidiary of the Company to consolidate with, merge with or into, or sell or
transfer assets or earning power to, any other Subsidiary of the Company.

                  (o) After the Distribution Date, the Company shall not, except
as permitted by Section 23 or Section 26, 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) In the event that, at any time after the date of this
Agreement and prior to the Distribution Date, the Company shall (i) declare or
pay any dividend on outstanding shares of Common Stock payable in shares of
Common Stock or (ii) effect a subdivision, combination or consolidation of the
Common Stock (by reclassification or otherwise than by payment of dividends in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in any such case the number of Units of Preferred Stock purchasable
after such event upon proper exercise of each Right shall be determined by
multiplying the number of Units of Preferred Stock so purchasable immediately
prior to such event by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately before such event and the
denominator of which is the number of shares of Common Stock outstanding
immediately after such event. The adjustments provided for in this Section 11(p)
shall be made successively


                                       21.
<PAGE>   25
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.

                  Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Sections 11 and 13
hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the shares of
Common Stock or Units of Preferred Stock a copy of such certificate and (c) mail
a brief summary thereof to each holder of a Rights Certificate in accordance
with Section 25 hereof. Notwithstanding the foregoing sentence, the failure by
the Company to make such certification or give such notice shall not affect the
validity of or the force or effect of the requirement for such adjustment. The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment contained therein and shall not be deemed to have knowledge of
such adjustment unless and until it shall have received such certificate.

                  Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power. (a) Except as provided in Section 13(b) hereof, in the
event that, following a Shares 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)), 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)) shall consolidate
with the Company, or merge with and 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 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) to any Person or Persons (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o)), in one or more transactions,
directly or indirectly, assets or earning power aggregating 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
(any such event being a "Section 13 Event"), then, and in each such case, proper
provision shall be made so that: (i) each holder of a Right, except as provided
in Section 7(e), shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, such number of validly authorized
and issued, fully paid and non-assessable shares of Common Stock of the
Principal Party (as such term is hereinafter defined), which shares shall not be
subject to any liens, encumbrances, rights of first refusal, transfer
restrictions or other adverse claims, as shall be equal to the result obtained
by (1) multiplying the then current Purchase Price by the number of Units 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 Units of Preferred Stock for which a Right would be exercisable hereunder
but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price
which would be in effect hereunder but for such first occurrence) and (2)
dividing that product by 50% of the current per share market price (determined
pursuant to Section 11(d)) of the shares of


                                       22.
<PAGE>   26
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, for all
purposes of this Agreement, thereafter be deemed to refer to such Principal
Party, it being specifically intended that the provisions of Section 11 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 ensure that the provisions of this Agreement shall thereafter be
applicable to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of
no further 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), (A) the Person that is the
         issuer of any securities into which shares of Common Stock are
         converted in such merger or consolidation, or, if there is more than
         one such issuer, the issuer of shares of Common Stock that has the
         highest aggregate current market price (determined pursuant to Section
         11(d)) and (B) if no securities are so issued, the Person that is the
         other party to such merger or consolidation, or, if there is more than
         one such Person, the Person the Common Stock of which has the highest
         aggregate current market price (determined pursuant to Section 11(d));
         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 largest portion of the assets or earning power
         transferred pursuant to such transaction or transactions, or, if each
         Person that is a party to such transaction or transactions receives the
         same portion of the assets or earning power transferred pursuant to
         such transaction or transactions or if the Person receiving the largest
         portion of the assets or earning power cannot be determined, whichever
         Person the Common Stock of which has the highest aggregate current
         market price (determined pursuant to Section 11(d)); 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-month
         period registered under Section 12 of the Exchange Act ("Registered
         Common Stock"), or such Person is not a corporation, and such Person is
         a direct or indirect Subsidiary of another Person that has Registered
         Common Stock outstanding, "Principal Party" shall refer to such other
         Person; (2) if the Common Stock of such Person is not Registered Common
         Stock or such Person is not a corporation, and such Person is a direct
         or indirect Subsidiary of another Person but is not a direct or
         indirect Subsidiary of another Person which has Registered Common Stock
         outstanding, "Principal Party" shall refer to the ultimate parent
         entity of such first-mentioned Person; (3) if the Common Stock of such
         Person is not Registered Common Stock or such Person is not a
         corporation, and such Person is directly or indirectly controlled by
         more than one Person, and one or more of such other Persons has


                                       23.
<PAGE>   27
         Registered Common Stock outstanding, "Principal Party" shall refer to
         whichever of such other Persons is the issuer of the Registered Common
         Stock having the highest aggregate current per share market price
         (determined pursuant to Section 11(d)); and (4) if the Common Stock of
         such Person is not Registered Common Stock or such Person is not a
         corporation, and such Person is directly or indirectly controlled by
         more than one Person, and none of such other Persons has Registered
         Common Stock outstanding, "Principal Party" shall refer to whichever
         ultimate parent entity is the corporation having the greatest
         stockholders' equity or, if no such ultimate parent entity is a
         corporation, shall refer to whichever ultimate parent entity is the
         entity having the greatest net assets.

                 (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 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 the Principal Party will:

                      (i) (A) file on an appropriate form, as soon as
         practicable following the execution of such agreement, a registration
         statement under the Securities Act with respect to the shares of Common
         Stock that may be acquired upon exercise of the Rights, (B) cause such
         registration statement to remain effective (and to include a prospectus
         complying with the requirements of the Securities Act) until the
         Expiration Date, and (C) as soon as practicable following the execution
         of such agreement take such action as may be required to ensure that
         any acquisition of such shares of Common Stock upon the exercise of the
         Rights complies with any applicable state securities or "blue sky"
         laws; and

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

                 (d) In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has a provision in any of its
authorized securities or in its Certificate of Incorporation or Bylaws or other
instrument governing its corporate affairs, which provision would have the
effect of (i) causing such Principal Party to issue, in connection with, or as a
consequence of, the consummation of a transaction referred to in this Section
13, shares of Common Stock of such Principal Party at less than the then current
market price per share (determined pursuant to Section 11(d)) or securities
exercisable for, or convertible into, shares of Common Stock of such Principal
Party at less than such then current marker price (other than to holders of
Rights pursuant to this Section 13) or (ii) providing for any special payment,
tax or similar provisions in connection with the issuance of the shares of
Common Stock of such Principal Party pursuant to the provisions of this Section
13, then, in such event, the Company shall not consummate any such transaction
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing


                                       24.
<PAGE>   28
that the provision in question of such Principal Party shall have been
cancelled, waived or amended, or that the authorized securities shall be
redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.

                 (e) 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).

                 Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue fractions of Rights or to
distribute Rights Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise issuable. The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the NASDAQ or, if the Rights are
not listed or admitted to trading on the NASDAQ, 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 Directors. 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, upon
approval by a majority of the Continuing Directors, shall be used.

                 (b) The Company shall not be required to issue fractions of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Stock (other than
fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock). Fractions of Preferred Stock in integral multiples of one
one-thousandth of a share of Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it; provided,
however, that such agreement shall provide that the holders of such
depositary receipts shall have all the rights, privileges and preferences to
which they are entitled as beneficial owners of the Preferred Stock represented
by such depositary receipts. In lieu of


                                       25.
<PAGE>   29
fractional shares of Preferred Stock that are not integral multiples of one
one-thousandth of a share of Preferred Stock, the Company shall 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 share of Preferred Stock as determined pursuant to Section
11(d).

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

                 Section 15. Rights of Action. All rights of action in
respect of this Agreement, excepting the rights of action given to the Rights
Agent under Section 18 hereof, are vested in the respective registered holders
of the Rights Certificates (and, prior to the Distribution Date, the registered
holders of certificates representing shares of Common Stock); and any registered
holder of any Rights Certificate (or, prior to the Distribution Date, a
certificate representing shares of 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 a certificate representing shares of Common Stock), may,
in such holder's own behalf and for such holder's own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such holder's right to exercise the
Rights evidenced by such 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 will be entitled to specific performance of the
obligations hereunder and injunctive relief against actual or threatened
violations of the obligations 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 shares of the Company's
Common Stock;

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

                 (c) subject to Sections 6(a) and 7(f) hereof, the Company and
the Rights Agent may deem and treat the person in whose name the 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


                                       26.
<PAGE>   30
Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to the contrary;
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 Units
of Preferred Stock or any other securities of the Company which may at any time
be issuable upon 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. 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 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 gross negligence or willful misconduct on the part of the Rights Agent,
for any action taken, suffered or omitted by the Rights Agent in connection with
the execution, acceptance and administration of this Agreement and the exercise
and performance hereunder of its duties, including the costs and expenses of
defending against and appealing any claim of liability in the premises. The
indemnity provided herein shall survive the termination of this Agreement and
the expiration of the Rights. The costs and expenses incurred in enforcing this
right of indemnification shall be paid by the Company.

                 The Rights Agent may conclusively rely upon and 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 and the exercise and performance of its duties hereunder in reliance
upon any Rights Certificate or certificate for Units of Preferred Stock or
shares of Common Stock or for other securities of the Company, instrument of
assignment or


                                       27.
<PAGE>   31
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper person or persons, or otherwise upon the advice of
counsel as set forth in Section 20 hereof.

                 Section 19. Merger or Consolidation or Change of Name of
Rights Agent. (a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the stock transfer or corporate trust business of the Rights Agent
or any successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor Rights Agent under the provisions of
Section 21 hereof. In case at the time such successor Rights Agent shall succeed
to the agency created by this Agreement any of the Rights Certificates shall
have been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent and deliver such
Rights Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor
Rights Agent 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 and no implied duties or obligations shall be
read into this Agreement against the Rights Agent, by all of which the Company
and the holders of Rights Certificates, by their acceptance thereof, shall be
bound:

                 (a) Before the Rights Agent acts or refrains from acting, it
may consult with legal counsel of its choice (who may be legal counsel for the
Company), and the advice or opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any action taken,
suffered or omitted by it in good faith and in accordance with such advice or
opinion.

                 (b) Whenever in the administration, exercise and performance of
its duties under this Agreement the Rights Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking, suffering or omitting any action


                                       28.
<PAGE>   32
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Senior Vice President or Vice
President, the Treasurer or the Secretary of the Company and delivered to the
Rights Agent; and such certificate shall be full authorization to the Rights
Agent for any action taken, suffered or omitted in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

                 (c) The Rights Agent shall be liable hereunder to the Company
and any other Person only for its own gross negligence 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 (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

                 (e) The Rights Agent shall not be under any liability or
responsibility in respect of the legality, validity or enforceability of this
Agreement or the execution and delivery hereof (except the due execution hereof
by the Rights Agent) or in respect of the legality, validity or enforceability
or the execution of any Rights Certificate (except its countersignature thereof
and has actual knowledge of such change or adjustment); nor shall it be liable
or 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 change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in
the terms of the Rights (including the manner, method or amount thereof)
provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Rights Certificates after receipt
of the certificate described in Section 12 hereof or has actual knowledge of
such change or adjustment); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
Units of Preferred Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any Preferred Stock will, when 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 administration, exercise and performance
of its duties hereunder from any one of the Chairman of the Board, the Chief
Executive Officer, the President, any Senior Vice President or Vice President,
the Secretary or the Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be
responsible or liable for any action taken, suffered or omitted by it in good
faith in accordance with instructions


                                       29.
<PAGE>   33
of any such officer or for any delay in acting while waiting for those
instructions. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent under this Rights
Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five (5) Business Days after the
date any officer of the Company actually received such application, unless any
such officer shall have consented in writing to an earlier date) unless, prior
to taking any such action (or the effective date in the case of an omission),
the Rights Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted.

                 (h) The Rights Agent and any 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 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 the Rights Agent in good faith believes 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, transfer, split up, combination or exchange, the
certification on the form of assignment or form of election to purchase, as the
case may be, that the Rights evidenced by the Rights Certificate are not owned
by an Acquiring Person, or an Affiliate or Associate thereof, has either not
been completed or in any manner indicates any other response thereto, the Rights
Agent shall not take any further action with respect to such requested exercise,
transfer, split up, combination or exchange, 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 or


                                       30.
<PAGE>   34
Preferred Stock (as to which the Rights Agent has received prior written notice)
by registered or certified mail, and the Company shall mail notice thereof to
the holders of the Rights Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon thirty (30) days'
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Stock or Preferred Stock
(as to which the Rights Agent has received prior written notice) by registered
or certified mail, and to the holders of the Rights Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 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 such holder's Rights Certificate for inspection by the Company),
then the registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or
of any state of the United States, in good standing, authorized under such laws
to exercise corporate trust or stock transfer powers, and subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million. 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 or
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Rights Certificates. Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.

                 Section 22. Issuance of New Rights Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by its Board of Directors upon
approval by a majority of the Continuing 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 Expiration Date, 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 benefit plan or arrangement or upon the exercise,
conversion or exchange of securities of the Company currently outstanding or
issued at any time in the future by the Company and (b) may, in any other case,
if deemed necessary or appropriate by the Board of Directors of the Company,
upon approval by a majority of the Continuing Directors, issue Rights


                                       31.
<PAGE>   35
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 and this sentence shall be null and void ab initio if, and to
the extent that, such issuance or this sentence would create a significant risk
of or result in material adverse tax consequences to the Company or the Person
to whom such Rights Certificate would be issued or would create a significant
risk of or result in such options' or employee plans' or arrangements' failing
to qualify for otherwise available special tax treatment 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 Company may, at
its option, upon approval by a majority of the Continuing Directors, at any time
prior to the earlier of (i) the Shares Acquisition Date or (ii) the Final
Expiration Date, redeem all but not less than all the then outstanding Rights at
a redemption price of $0.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"), and the Company may, at its option, pay the Redemption Price either in
cash, shares of Common Stock (based on the current per share market price
thereof (as determined pursuant to Section 11(d) hereof) at the time of
redemption), or any other form of consideration deemed appropriate by the Board
of Directors; provided, however, that, notwithstanding anything to the contrary
contained in this Section 23(a), the Company may not take any action pursuant to
this Section 23(a) unless (x) at the time of the action of the Board of
Directors of the Company approving such redemption and the form of payment of
the Redemption Price, there are then in office not less than two Continuing
Directors and (y) such action is approved by a majority of the Continuing
Directors then in office. The redemption of the Rights by the Board of Directors
may be made effective at such time on such basis and with such conditions as the
Board of Directors, upon approval by a majority of the Continuing Directors, in
its sole discretion may establish.

                 (b) Immediately upon the action of the Board of Directors, upon
approval by a majority of the Continuing Directors, ordering the redemption of
the Rights pursuant to paragraph (a) of this Section 23, and without any further
action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the
Redemption Price. The Company shall promptly give public notice of any such
redemption; provided, however, that the failure to give, or any defect in, any
such notice shall not affect the validity of such redemption. Within 10 days
after such action of the Board of Directors, upon approval by a majority of the
Continuing Directors, ordering the redemption of the Rights, the Company shall
give notice of such redemption to the Rights Agent and shall mail a notice of
redemption to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common 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. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically



                                       32.
<PAGE>   36
set forth in this Section 23 or in Section 24 hereof, and other than in
connection with the purchase of shares of Common Stock prior to the Distribution
Date.

                 (c) Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any
time when the Rights are redeemable hereunder.

                 Section 24. Exchange. (a) The Company, at its option,
upon approval by a majority of the Continuing Directors, at any time after any
Person becomes an Acquiring Person, may 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 Units of
Preferred Stock at an exchange ratio of one Unit of Preferred 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 "Section 24(a) Exchange Ratio"). Notwithstanding
the foregoing, the Company may not effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan maintained by the Company or any of its Subsidiaries, or any
trustee or fiduciary with respect to such plan acting in such capacity),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of 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 Units of Preferred
Stock equal to the number of such Rights held by such holder multiplied by the
Section 24(a)(i) 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 Units of Preferred 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) The Company shall not be required to issue fractions
smaller than or to distribute certificates which evidence fractions smaller than
one one-thousandth of a share of Preferred Stock. In lieu thereof, the Company
shall pay to the registered holders of the Rights Certificates with regard to
which such fractional Units would otherwise be issuable an amount in cash equal
to the same fraction of the current market value (as determined pursuant to
Section 11(c)(i) hereof) of one Unit of Preferred Stock.


                                       33.
<PAGE>   37
                 Section 25. Notice of Certain Events. (a) In case the
Company shall propose (i) to pay any dividend payable in stock of any class to
the holders of its Preferred Stock or to make any other distribution to the
holders of its Preferred Stock (other than a regular quarterly cash dividend),
(ii) to offer to the holders of its Preferred Stock rights or warrants to
subscribe for or to purchase any additional Units of Preferred Stock or shares
of stock of any class or any other securities, rights or options, (iii) to
effect any reclassification of its Preferred Stock (other than a
reclassification involving only the subdivision of outstanding Preferred Stock),
(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)), or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay
any dividend on the Common Stock payable in shares of Common Stock or to effect
a subdivision, combination or consolidation of the shares of Common Stock (by
reclassification or otherwise than by payment of dividends in shares of Common
Stock), then, in each such case, the Company shall give to each holder of a
Rights Certificate, in accordance with Section 26 hereof, a notice of such
proposed action, which shall specify the record date for the purposes of such
stock dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the shares of Common Stock and/or 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 ten (10) 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 ten (10) 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 Common Stock
and/or 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 the Company shall as soon as practicable thereafter
give to each holder of a Rights Certificate, in accordance with Section 26
hereof, a notice of the occurrence of such event, which notice shall describe
such event and the consequences of such event to holders of Rights under Section
11(a)(ii) hereof. In the event any Person becomes an Acquiring Person, the
Company will promptly notify the Rights Agent thereof.

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


                                       34.
<PAGE>   38
                 Calpine Corporation
                 50 West San Fernando Street
                 San Jose, California

                 Attention: Ann B. Curtis
                            Senior Vice President and Corporate Secretary

Subject to the provisions of Section 21 hereof, 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 sent by registered or
certified mail and shall be deemed given upon receipt and addressed (until
another address is filed in writing with the Company) as follows:

                 First Chicago Trust Company of New York
                 525 Washington Boulevard, Suite 4660
                 Jersey City, New Jersey 07310

                 Attention: Tenders & 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 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 may supplement or amend this Agreement in any
respect, without the approval of any holders of Rights, by action of its Board
of Directors, upon approval by a majority of the Continuing Directors, and the
Rights Agent shall, if the Company so directs, execute such supplement or
amendment. From and after the Distribution Date, the Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Rights, by action of its Board of Directors, upon approval by a majority of the
Continuing Directors, 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 (other than an Acquiring Person or
an Affiliate or Associate of an Acquiring Person), including, without
limitation, to change the Purchase Price, the Redemption Price, any time periods
herein specified, and any other term hereof, any such supplement or amendment to
be evidenced by a writing signed by the Company and the Rights Agent; provided,
however, that from and after such time as any Person becomes an Acquiring
Person, this Agreement shall not be amended in any manner which would adversely
affect the interests of the holders of Rights. Upon receipt of a certificate
from an appropriate officer of the Company that the proposed supplement or
amendment is consistent with this Section 27 and, after such time as any Person
has become an Acquiring Person, that the proposed supplement or


                                       35.
<PAGE>   39
amendment does not adversely affect the interests of the holders of Rights, the
Rights Agent shall execute such supplement or amendment.

                 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. (a) 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 Exchange Act
Regulations. 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 of Directors, or the Company, or as may
be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing), which are done or made by the
Board of Directors in good faith, shall (x) be final, conclusive and binding on
the Company, the Rights Agent, the holders of the Rights Certificates and all
other parties and (y) not subject the Board of Directors or the Continuing
Directors to any liability to the holders of the Rights.

                 (b) Notwithstanding anything to the contrary contained in this
Agreement, the concurrence of a majority of the Continuing Directors then in
office shall be required to give effect to any action, calculation,
interpretation or determination made by the Board of Directors of the Company in
the administration of this Agreement and the exercise of the rights or powers
granted to the Board of Directors of the Company, to the Continuing Directors or
to the Company pursuant to this Agreement and no effect shall be given to any
such action, calculation, interpretation, determination or exercise of rights or
powers unless at least two Continuing Directors are then in office.

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


                                       36.
<PAGE>   40
                 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, upon approval by a majority of the Continuing
Directors, 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 tenth Business Day following the date
of such determination by the Board of Directors of the Company.

                 Section 32. Governing Law. This Agreement 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 to
be made and 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 or convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.


                                       37.
<PAGE>   41
                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested, all as of the day and year first
above written.

ATTEST:                                     CALPINE CORPORATION


By                                          By 
   -------------------------------             -------------------------------
   Name:   Ann B. Curtis                       Name:   Peter Cartwright
   Title:  Senior Vice President               Title:  Chairman, President and
           and Corporate Secretary                     Chief Executive Officer


ATTEST:                                     FIRST CHICAGO TRUST COMPANY
                                            OF NEW YORK,
                                            as Rights Agent


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


                                       38.
<PAGE>   42
                                                                       Exhibit A



                                      FORM

                                       of

                           CERTIFICATE OF DESIGNATION

                                       of

                     SERIES A PARTICIPATING PREFERRED STOCK

                                       of

                               CALPINE CORPORATION

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

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


                 Calpine Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on June 5, 1997:

                 RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of the Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $0.001 per share (the "Preferred Stock"), of the Corporation
and hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

                 Series A Participating Preferred Stock:

                 Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be One Hundred Thousand (100,000). Such number of shares
may be increased or decreased by resolution of the Board of Directors;


                                       1.
<PAGE>   43
provided, however, that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.

                 Section 2.  Dividends and Distributions.

                 (A) Subject to the rights of the holders of any shares of any
         series of Preferred Stock (or any similar stock) ranking prior and
         superior to the Series A Preferred Stock with respect to dividends,
         each holder of a share of Series A Preferred Stock, in preference to
         the holders of shares of Common Stock, par value $0.001 per share (the
         "Common Stock"), of the Corporation, and of any other junior stock,
         shall be entitled to receive, when, as and if declared by the Board of
         Directors out of funds legally available for the purpose, quarterly
         dividends payable in cash on the first day of March, June, September
         and December in each year (each such date being referred to herein as a
         "Quarterly Dividend Payment Date"), commencing on the first Quarterly
         Dividend Payment Date after the first issuance of a share or fraction
         of a share of Series A Preferred Stock, in an amount per share (rounded
         to the nearest cent) equal to, subject to the provision for adjustment
         hereinafter set forth, One Thousand (1,000) times the aggregate per
         share amount of all cash dividends, and One Thousand (1,000) times the
         aggregate per share amount (payable in kind) of all non-cash dividends
         or other distributions, other than a dividend payable in shares of
         Common Stock or a subdivision of the outstanding shares of Common Stock
         (by reclassification or otherwise), declared on the Common Stock since
         the immediately preceding Quarterly Dividend Payment Date or, with
         respect to the first Quarterly Dividend Payment Date, since the first
         issuance of a share or fraction of a share of Series A Preferred Stock.
         In the event the Corporation shall at any time declare or pay any
         dividend on the Common Stock payable in shares of Common Stock, or
         effect a subdivision or combination or consolidation of the outstanding
         shares of Common Stock (by reclassification or otherwise 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 to which holders of shares of Series A Preferred Stock were
         entitled immediately prior to such event under clause (b) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                 (B) The Corporation shall declare a dividend or distribution on
         the shares of Series A Preferred Stock as provided in paragraph (A) of
         this Section 2 immediately after it declares a dividend or distribution
         on the Common Stock (other than a dividend payable in shares of Common
         Stock); provided, however, that, in the event no dividend or
         distribution shall have been declared on the Common Stock during the
         period between any Quarterly Distribution Date and the next subsequent
         Quarterly Dividend Payment Date,



                                       A-2
<PAGE>   44
         a dividend of $1.00 per share of Series A Preferred Stock shall
         nevertheless be payable on such subsequent Quarterly Dividend Payment
         Date.

                 (C) Dividends shall begin to accrue and be cumulative on each
         outstanding share of Series A Participating Preferred Stock from the
         Quarterly Dividend Payment Date next preceding the date of issue of
         such share of Series A Participating Preferred Stock, unless the date
         of issue of such share is prior to the record date for the first
         Quarterly Dividend Payment Date, in which case dividends on such share
         shall begin to accrue from the date of issue of such share, or unless
         the date of issue is a Quarterly Dividend Payment Date or is a date
         after the record date for the determination of holders of shares of
         Series A Preferred Stock entitled to receive a quarterly dividend and
         before such Quarterly Dividend Payment Date, in either of which events
         such dividends shall begin to accrue and be cumulative from such
         Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
         bear interest. Dividends paid on the shares of Series A Preferred Stock
         in an amount less than the total amount of such dividends at the time
         accrued and payable on such shares shall be allocated pro rata on a
         share-by-share basis among all such shares at the time outstanding. The
         Board of Directors may fix a record date for the determination of
         holders of shares of Series A Preferred Stock entitled to receive
         payment of a dividend or distribution declared thereon, which record
         date shall be not more than 60 days prior to the date fixed for the
         payment thereof.

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

                 (A) Subject to the provision for adjustment hereinafter set
         forth, each share of Series A Preferred Stock shall entitle the holder
         thereof to One Thousand (1,000) votes on all matters submitted to a
         vote of the stockholders of the Corporation. In the event the
         Corporation shall at any time declare or pay any dividend on the Common
         Stock payable in shares of Common Stock, or effect a subdivision or
         combination or consolidation of the outstanding shares of Common Stock
         (by reclassification or otherwise 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 number of votes per share to
         which holders of shares of Series A 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, in any other
         Certificate of Designations creating a series of Preferred Stock or any
         similar stock, or by law, the holders of shares of Series A Preferred
         Stock and the holders of shares of Common Stock and any other capital
         stock of the Corporation having general voting rights shall vote
         together as one class on all matters submitted to a vote of
         stockholders of the Corporation.


                                       A-3
<PAGE>   45
                 (C) (i) If at any time dividends on any shares of Series A
                 Preferred Stock shall be in arrears in an amount equal to six
                 quarterly dividends thereon, then during the period (a "default
                 period") from the occurrence of such event until such time as
                 all accrued and unpaid dividends for all previous quarterly
                 dividend periods and for the current quarterly dividend period
                 on all shares of Series A Preferred Stock then outstanding
                 shall have been declared and paid or set apart for payment, all
                 holders of shares of Series A Preferred Stock, voting
                 separately as a class, shall have the right to elect two (2)
                 Directors.

                          (ii) During any default period, such voting rights of
                 the holders of shares of Series A Preferred Stock may be
                 exercised initially at a special meeting called pursuant to
                 subparagraph (iii) of this Section 3(C) or at any annual
                 meeting of stockholders, and thereafter at annual meetings of
                 stockholders, provided that neither such voting rights nor any
                 right of the holders of shares of Series A Preferred Stock to
                 increase, in certain cases, the authorized number of Directors
                 may be exercised at any meeting unless one-third of the
                 outstanding shares of Preferred Stock shall be present at such
                 meeting 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 shares of Series A Preferred Stock of such rights.
                 At any meeting at which the holders of shares of Series A
                 Preferred Stock shall exercise such voting rights initially
                 during an existing default period, they shall have the right,
                 voting separately as a class, to elect Directors to fill up to
                 two (2) vacancies in the Board of Directors, if any such
                 vacancies may then exist, or, if such right is exercised at an
                 annual meeting, to elect two (2) Directors. If the number which
                 may be so elected at any special meeting does not amount to the
                 required number, the holders of the Series A Preferred Stock
                 shall have the right to make such increase in the number of
                 Directors as shall be necessary to permit the election by them
                 of the required number. After the holders of shares of Series A
                 Preferred Stock shall have exercised their right to elect
                 Directors during any default period, the number of Directors
                 shall not be increased or decreased except as approved by a
                 vote of the holders of shares of Series A Preferred Stock as
                 herein provided or pursuant to the rights of any equity
                 securities ranking senior to the Series A Preferred Stock.

                          (iii) Unless the holders of Series A 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 25% of the total number of the
                 shares of Series A Preferred Stock outstanding may request, the
                 calling of a special meeting of the holders of shares of Series
                 A Preferred Stock, which meeting shall thereupon be called by
                 the Secretary of the Corporation. Notice of such meeting and of
                 any annual meeting at which holders of shares of Series A
                 Preferred Stock are entitled to vote pursuant to this Section
                 3(C)(iii) shall be given to each holder of record of shares of
                 Series A Preferred Stock by mailing a copy of such notice to
                 such


                                       A-4
<PAGE>   46
                 holder at such holder's 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 25% of the
                 total number of outstanding shares of Series A Preferred Stock.
                 Notwithstanding the provisions of this Section 3(C)(iii), no
                 such special meeting shall be called during the 60 days
                 immediately preceding the date fixed for the next annual
                 meeting of the stockholders.

                                  (iv) During any default period, the holders of
                 shares of Common Stock and shares of Series A Preferred Stock,
                 and other classes or series of stock of the Corporation, if
                 applicable, shall continue to be entitled to elect all the
                 Directors until holders of the shares of Series A Preferred
                 Stock shall have exercised their right to elect two (2)
                 Directors voting as a separate class, after the exercise of
                 which right (x) the Directors so elected by the holders of
                 shares of Series A Preferred Stock shall continue in office
                 until their successors shall have been elected by such holders
                 or until the expiration of the default period, and (y) any
                 vacancy in the Board of Directors may (except as provided in
                 Section 3(C)(ii)) be filled by vote of a majority of the
                 remaining Directors theretofore elected by the holders of the
                 class of capital stock which elected the Director whose office
                 shall have become vacant. References in this Section 3(C) to
                 Directors elected by the holders of a particular class of
                 capital stock shall include Directors elected by such Directors
                 to fill vacancies as provided in clause (y) of the foregoing
                 sentence.

                                  (v) Immediately upon the expiration of a
                 default period, (x) the right of the holders of shares of
                 Series A Preferred Stock as a separate class to elect Directors
                 shall cease, (y) the term of any Directors elected by the
                 holders of shares of Series A Preferred Stock as a separate
                 class shall terminate, and (z) the number of Directors shall be
                 such number as may be provided for in the Certificate of
                 Incorporation or by-laws irrespective of any increase made
                 pursuant to the provisions of Section 3(C)(ii) (such number
                 being subject, however, to change thereafter in any manner
                 provided by law or in the Certificate of Incorporation or
                 by-laws). Any vacancies in the Board of Directors effected by
                 the provisions of clauses (y) and (z) in the preceding sentence
                 may be filled by a majority of the remaining Directors.

                                  (vi) The provisions of this Section 3(C) shall
                 govern the election of Directors by holders of shares of
                 Preferred Stock during any default period notwithstanding any
                 provisions of the Certificate of Incorporation to the contrary,
                 including, without limitation, the provisions of Article Sixth
                 of the Certificate of Incorporation.


                                       A-5
<PAGE>   47
                 (D) Except as set forth herein, or as otherwise provided by
         law, holders of Series A Preferred Stock shall have no special voting
         rights and their consent shall not be required (except to the extent
         they are entitled to vote with holders of Common Stock as set forth
         herein) for taking any corporate action.

                 Section 4.  Certain Restrictions.

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

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

                      (ii) declare or pay dividends, or make any other
                 distributions, on any shares of stock ranking on a parity
                 (either as to dividends or upon liquidation, dissolution or
                 winding up) with the Series A Preferred Stock, except dividends
                 paid ratably on the shares of Series A 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 junior (either as to
                 dividends or upon liquidation, dissolution or winding up) to
                 the Series A Preferred Stock, provided that the Corporation may
                 at any time redeem, purchase or otherwise acquire shares of any
                 such junior stock in exchange for shares of any stock of the
                 Corporation ranking junior (either as to dividends or upon
                 dissolution, liquidation or winding up) to the Series A
                 Preferred Stock; or

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


                                       A-6
<PAGE>   48
                 (B) The Corporation shall not permit any subsidiary of the
         Corporation to purchase or otherwise acquire for consideration any
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (A) of this Section 4, purchase or otherwise acquire such
         shares at such time and in such manner.

                 Section 5. Reacquired Shares. Any shares of Series A
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 subject to the conditions and restrictions on issuance set
forth herein, in the Certificate of Incorporation, or in any other Certificate
of Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

                 Section 6. Liquidation, Dissolution or Winding Up.

                 (A) Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received One Thousand Dollars
($1,000), 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, however, that the holders of shares of Series A Preferred Stock shall
be entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to one thousand (1,000), times the
aggregate amount to be distributed per share to holders of shares of Common
Stock, or (2) to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise 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 A
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.

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


                                       A-7
<PAGE>   49
                 Section 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each share of Series A Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to One Thousand (1,000) times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise 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 A Preferred Stock
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

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

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

                 Section 10. Amendment. The Certificate of Incorporation
of the Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least a majority of the outstanding shares of Series A
Preferred Stock, voting together as a single class.


                                       A-8
<PAGE>   50
                 IN WITNESS WHEREOF, this Certificate of Designation is executed
on behalf of the Corporation by its President and its corporate seal attested by
its Secretary this __th day of June, 1997.


                                    
                         ------------------------------------------------------
                         Name:  Peter Cartwright
                         Title: Chairman, President and Chief Executive Officer



Attest:

- ---------------------------------
Name:          Ann B. Curtis
Title:     Senior Vice President
          and Corporate Secretary


                                       A-9
<PAGE>   51
                                                                       Exhibit B

                           Form of Rights Certificate

Certificate No. R-                                               ________ Rights


         NOT EXERCISABLE AFTER [TEN YEAR ANNIVERSARY OF RECORD DATE]
         OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE
         SUBJECT TO REDEMPTION AT THE OPTION OF THE COMPANY AT $.01
         PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
         RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
         BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR
         ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED
         IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
         RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
         THIS RIGHTS CERTIFICATE ARE OR WERE 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 SUCH AGREEMENT.]*/


                          Rights Certificate

                          CALPINE CORPORATION


         This certifies that ____________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of June 5, 1997 (the "Rights Agreement"), between Calpine
Corporation, a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York (the "Rights Agent"), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior


- ------------------------
     */ The portion of the legend in bracket shall be inserted only if
applicable and shall replace the preceding sentence.

                                  B-1
<PAGE>   52
to 5:00 P.M., California time, on June 18, 2007 at the office of the Rights
Agent designated for such purpose, or at the office of its successor as Rights
Agent, one one-thousandth (a "Unit") of a fully paid non-assessable share of
Series A Participating Preferred Stock, par value $0.001 per share (the
"Preferred Stock"), of the Company, at a purchase price of $80.00 per Unit of
Preferred Stock (the "Purchase Price"), upon presentation and surrender of this
Rights Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Rights Certificate (and the number of Units
of Preferred Stock which may be purchased upon exercise hereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase Price as of
June 18, 1997 based on the Preferred Stock as constituted at such date. As
provided in the Rights Agreement, the Purchase Price and the number of Units of
Preferred Stock 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.

                 This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Rights Certificates.
Copies of the Rights Agreement are on file at the principal executive offices of
the Company.

                 This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent designated for
such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of 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 a redemption
price of $.01 per Right.

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

                 No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
Units 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


                                  B-2
<PAGE>   53
give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights 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 signature of the proper officers of the Company and
its corporate seal. Dated as of June __, 1997.




ATTEST:                                   CALPINE CORPORATION



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




Countersigned:

FIRST CHICAGO TRUST COMPANY
OF NEW YORK,
as Rights Agent


By                                         
   ---------------------------
   Authorized Signatory


                                  B-3
<PAGE>   54
              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:

         Signatures must be guaranteed by a participant in a Securities Transfer
Association Inc. recognized signature guarantee medallion program.


________________________________________________________________________________


                                  CERTIFICATION

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



                                                   _____________________________
                                                              Signature

             Form of Reverse Side of Rights Certificate -- continued



                                       B-4
<PAGE>   55
                          FORM OF ELECTION TO PURCHASE


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


To CALPINE CORPORATION

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

Please insert social security
or other identifying number ____________________________________________________
                                       (Please print name and address)

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

Please insert social security
or other identifying number ____________________________________________________
                                       (Please print name and address)



Dated: ___________________, ____


                                                   _____________________________
                                                              Signature


Signature Guaranteed:

         Signatures must be guaranteed by a participant in a Securities Transfer
Association Inc. recognized signature guarantee medallion program.


                                       B-5
<PAGE>   56
                         Form of Reverse Side of Rights

Certificate -- continued


________________________________________________________________________________

                                  CERTIFICATION

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


                                                   _____________________________
                                                              Signature



________________________________________________________________________________


                                     NOTICE


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

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


                                       B-6
<PAGE>   57
                                                                       Exhibit C


                               CALPINE CORPORATION

                          SUMMARY OF RIGHTS TO PURCHASE
                            SHARES OF PREFERRED STOCK


                 On June 5, 1997, the Board of Directors of Calpine Corporation
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock (the "Common Stock"), par
value $0.001 per share, of the Company. The dividend is payable on June 18, 1997
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share (a "Unit") of Series A Junior Participating Preferred Stock, par
value $0.001 per share (the "Preferred Stock"), of the Company at a price of
$80.00 per Unit (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of June 5,
1997 (the "Rights Agreement") between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent").

                 Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Continuing Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of such outstanding Common Stock (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of this Summary of Rights
attached thereto.

                 The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of


                                      C-1.
<PAGE>   58
the Common Stock as of the Close of Business on the Distribution Date and such
separate Rights Certificates alone will evidence the Rights.

                 The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on June 18, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.

                 The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Units of Preferred Stock of certain rights or warrants to subscribe for or
purchase Units of Preferred Stock at a price, or securities convertible into
Units of Preferred Stock with a conversion price, less than the then current
market price of the Units of Preferred Stock or (iii) upon the distribution to
holders of the Units of Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Units of Preferred Stock) or of subscription
rights or warrants (other than those referred to above).

                 The number of outstanding Rights and the number of Units of
Preferred Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on the Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.

                 Units of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each Unit of Preferred Stock will be entitled to
a dividend equal to any dividend declared per share of Common Stock. In the
event of liquidation, each Unit of Preferred Stock will be entitled to a payment
equal to any payment made per share of Common Stock. Each Unit of Preferred
Stock will have one vote, voting together with the Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, each Unit of Preferred Stock will be entitled to
receive an amount equal to the amount received per share of Common Stock. These
rights are protected by customary antidilution provisions.

                 Because of the nature of the dividend, liquidation and voting
rights, the value of each Unit of Preferred Stock purchasable upon exercise of
the Rights should approximate the value of one share of Common Stock.

                 In the event that, after the Rights become exercisable, the
Company is acquired in a merger or other business combination transaction with
an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated
assets or earning power are sold to an Acquiring


                                      C-2.
<PAGE>   59
Person or an affiliate thereof, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon exercise
thereof at the then current exercise price of the Rights, that number of shares
of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Rights.

                 In the event that any person or group of affiliated or
associated persons becomes the beneficial owner of 15% or more of the
outstanding shares of Common Stock, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Units of Preferred Stock (or cash, shares of Common
Stock or other securities or property) having a market value of two times the
exercise price of the Rights.

                 At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding shares of Common Stock and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Stock, the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Unit of Preferred
Stock per Right (subject to adjustment).

                 With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Units of Preferred Stock on the
last trading day prior to the date of exercise.

                 At any time within ten (10) business days after a person or
group of affiliated or associated persons acquire beneficial ownership of 15% or
more of the outstanding Common Stock (unless the Continuing Directors extend
such ten-day period), the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"), upon the approval of a majority of the Continuing Directors. The
redemption of the rights may be made effective at such time on such basis and
with such conditions as the Board of Directors, upon the approval of the
Continuing Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The Rights are also redeemable under other circumstances as specified in the
Rights Agreement.

                 The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights upon
the approval of a majority of the Continuing Directors, except that, from and
after a Distribution Date, no such amendment may adversely affect the interests
of the holders of the Rights.


                                      C-3.
<PAGE>   60
                 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.

                 The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the occurrence of a Distribution
Date.

                 A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A. A copy of the Rights Agreement is available free of charge from the
Company. 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
hereby incorporated herein by reference.


                                      C-4.


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