<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>

<PAGE>


                                                                     Exhibit 4.


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

                      AMENDED AND RESTATED RIGHTS AGREEMENT

                           CURTISS-WRIGHT CORPORATION

                                       and

                          Mellon Investor Services LLC,

                                 as Rights Agent

                         Dated as of November 20, 2001

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









<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>          <C>                                                                       <C>
Section 1.   Certain Definitions.........................................................2

Section 2.   Appointment of Rights Agent.................................................9

Section 3.   Issue of Right Certificates.................................................9

Section 4.   Form of Right Certificates.................................................12

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

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

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

Section 8.   Cancellation and Destruction of Right Certificates.........................15

Section 9.   Availability of Shares of Preferred Stock..................................16

Section 10.  Preferred Stock Record Date................................................17

Section 11.  Adjustment of Purchase Price, Number of Shares and Number of Rights........17

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.................28

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earnings Power......28

Section 14.  Fractional Rights and Fractional Shares....................................32

Section 15.  Rights of Action...........................................................33

Section 16.  Agreement of Right Holders.................................................34

Section 17.  Right Certificate Holder Not Deemed a Stockholder..........................34

Section 18.  Concerning the Rights Agent................................................35

Section 19.  Merger or Consolidation or Change of Name of Rights Agent..................35

Section 20.  Duties of Rights Agent.....................................................36

Section 21.  Change of Rights Agent.....................................................38
</TABLE>

                                      -i-








<PAGE>


<TABLE>
<S>          <C>                                                                       <C>
Section 22.  Issuance of New Right Certificates.........................................39

Section 23.  Redemption.................................................................39

Section 24.  Exchange...................................................................40

Section 25.  Notice of Certain Events...................................................42

Section 26.  Notices....................................................................43

Section 27.  Supplements and Amendments.................................................43

Section 28.  Successors.................................................................44

Section 29.  Benefits of this Agreement.................................................44

Section 30.  Severability...............................................................44

Section 31.  Governing Law..............................................................44

Section 32.  Counterparts...............................................................44

Section 33.  Descriptive Headings.......................................................45

Section 34.  Administration.............................................................45
</TABLE>




                                      -ii-








<PAGE>


                                RIGHTS AGREEMENT

          Amended and Restated Agreement (the "Agreement"), dated as of
November 6, 2000, as amended and restated as of November 20, 2001, between
Curtiss-Wright Corporation, a Delaware corporation (the "Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company (f/k/a ChaseMellon
Shareholder Services, L.L.C.), as Rights Agent (the "Rights Agent").

          WHEREAS, on November 21, 2000 (the "Record Date"), the Board of
Directors of the Company paid a dividend of one preferred share purchase right
(a "Class A Right") for each share of Common Stock (as hereinafter defined) of
the Company outstanding as of the close of business on Record Date, each Class A
Right representing the right to purchase one one-thousandth (subject to
adjustment) of a share of Series A Preferred Stock, par value $1 per share, of
the Company, and further authorized and directed the issuance of one Class A
Right (subject to adjustment) 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 and the Final Expiration Date (as such
terms are hereinafter defined); provided, however, that Class A Rights may be
issued with respect to shares of Common Stock that shall become outstanding
after the Distribution Date and prior to the Redemption Date and the Final
Expiration Date in accordance with Section 22.

          WHEREAS, the Company has entered into a Second Amended and Restated
Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated as of
August 17, 2001, by and among the Company, Unitrin, Inc., a Delaware corporation
("Unitrin"), and CW Disposition Company, a Delaware corporation and a wholly
owned subsidiary of Unitrin ("Merger Sub"), pursuant to which Merger Sub will
merge with and into the Company (the "Merger") upon the filing of the
certificate of merger with the Secretary of State of the State of Delaware (the
"Effective Time") upon the terms and subject to the conditions set forth in the
Merger Agreement, and as of the Effective Time all the issued and outstanding
shares of common stock, par value $.01 per share, of Merger Sub shall be
converted into shares of a new Class B common stock, par value $1 per share, of
the Company (the "Class B Common Stock").

          WHEREAS, in connection with the issuance of the Class B Common Stock,
the Board of Directors of the Company has authorized the issuance at the
Effective Time of one preferred share purchase right (a "Class B Right") with
each share of Class B Common Stock of the Company issued in the Merger, each
Class B Right representing the right to purchase one one-thousandth (subject to
adjustment) of a share of Series B 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 Class B Right (subject to adjustment
as provided herein) with respect to each share of Class B Common Stock that
shall become outstanding between the Effective Time and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date; provided,
however, that Class B Rights may be issued with respect to shares of Class B
Common Stock that shall become outstanding after the Distribution Date and prior
to the Redemption Date and the Final Expiration Date in accordance with Section
22.

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








<PAGE>


                                                                               2


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

          (a) "Acquiring Person" shall mean any Person (as such term is
     hereinafter defined) who or which shall be the Beneficial Owner (as such
     term is hereinafter defined) of (a) shares of Company Common Stock (as such
     term is hereinafter defined), representing, in the aggregate, 15% or more
     of the total number of votes entitled to be cast generally (other than in
     an election of directors) by the holders of the Company Common Stock then
     outstanding (or, if such Person is an Institutional Investor (as such term
     is hereinafter defined), shares of Company Common Stock, representing, in
     the aggregate, 18.5% or more of the total number of votes entitled to be
     cast generally (other than in an election of directors) by the holders of
     the Company Common Stock then outstanding) or (b) 12.5% or more of the
     shares of Class B Common Stock (as such term is hereinafter defined) then
     outstanding (or, if such Person is an Institutional Investor, 17.5% or more
     of the shares of Class B Common Stock then outstanding), but in either case
     shall not include an Exempt Person (as such term is hereinafter defined);
     provided, however, that (i) if the Board of Directors of the Company
     determines in good faith that a Person who would otherwise be an "Acquiring
     Person" has become such inadvertently (including, without limitation,
     because (A) such Person was unaware that it beneficially owned a percentage
     of Company Common Stock that would otherwise cause such Person to be an
     "Acquiring Person" or (B) such Person was aware of the extent of its
     Beneficial Ownership of Company Common Stock but had no actual knowledge of
     the consequences of such Beneficial Ownership under this Rights Agreement)
     and without any intention of changing or influencing control of the
     Company, and such Person, as promptly as practicable divested or divests
     himself or itself of Beneficial Ownership of a sufficient number of shares
     of Company Common Stock so that such Person would no longer be an Acquiring
     Person, then such Person shall not be deemed to be or to have become an
     "Acquiring Person" for any purposes of this Agreement, (ii) during the
     period of time between the Effective Time and such time as Unitrin causes
     the distribution of the Class B common stock received in the Merger by
     Unitrin to its stockholders, Unitrin and its Associates and Affiliates
     shall not be deemed to be or to become an Acquiring Person as long as such
     entities in the aggregate beneficially own a number of shares of Company
     Common Stock not in excess of the sum of (A) 4,382,400 shares of Class B
     Common Stock and (B) a number of shares of Company Common Stock
     representing, in the aggregate 1% of the shares of Company Common Stock
     then outstanding and (iii) if, as of the date hereof or pursuant to the
     distribution by Unitrin to its stockholders of the Class B common stock
     received in the Merger by Unitrin, any Person is or becomes the Beneficial
     Owner of (A) shares of Company Common Stock representing, in the aggregate,
     15% or more of the total number of votes entitled to be cast generally
     (other than in an election of directors) by the holders of the Company
     Common Stock then outstanding (or, if such Person is an Institutional
     Investor, shares of Company Common Stock representing, in the aggregate,
     18.5% or more of the total number of votes entitled to be cast generally
     (other








<PAGE>


                                                                               3


     than in an election of directors) by the holders of the Company Common
     Stock then outstanding) or (B) 12.5% or more of the shares of Class B
     Common Stock then outstanding (or, if such Person is an Institutional
     Investor, 17.5% or more of the shares of Class B Common Stock then
     outstanding), such Person shall not be deemed to be or to become an
     "Acquiring Person" unless and until such time as such Person shall, after
     the first public announcement of the adoption of this Agreement or the
     consummation of said distribution, as applicable, become the Beneficial
     Owner of additional shares of (1) in the case of clause (A), Company Common
     Stock representing 1% or more of the total number of votes entitled to be
     cast generally (other than in an election of directors) by the holders of
     the Company Common Stock then outstanding or (2) in the case of clause (B),
     Class B Common Stock representing 1% or more of the then outstanding shares
     of Class B Common Stock (other than pursuant to a dividend or distribution
     paid or made by the Company on the outstanding Company Common Stock or
     pursuant to a split or subdivision of the outstanding Company Common
     Stock), unless, upon becoming the Beneficial Owner of such additional
     shares of Company Common Stock, such Person is not then the Beneficial
     Owner of (x) shares of Company Common Stock representing, in the aggregate,
     15% or more of the total number of votes entitled to be cast generally
     (other than in an election of directors) by the holders of the Company
     Common Stock then outstanding (or, if such Person is an Institutional
     Investor, shares of Company Common Stock representing, in the aggregate,
     18.5% or more of the total number of votes entitled to be cast generally
     (other than in an election of directors) by the holders of the Company
     Common Stock then outstanding) or (y) 12.5% or more of the shares of Class
     B Common Stock then outstanding (or, if such Person is an Institutional
     Investor, 17.5% or more of the shares of Class B Common Stock then
     outstanding). Notwithstanding the foregoing, no Person shall become an
     "Acquiring Person" as the result of an acquisition of shares of Company
     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 (I) shares of Company Common Stock representing, in
     the aggregate, 15% or more of the total number of votes entitled to be cast
     generally (other than in an election of directors) by the holders of the
     Company Common Stock then outstanding (or, if such Person is an
     Institutional Investor, shares of Company Common Stock representing, in the
     aggregate, 18.5% or more of the total number of votes entitled to be cast
     generally (other than in an election of directors) by the holders of the
     Company Common Stock then outstanding) or (II) 12.5% or more of the shares
     of Class B Common Stock then outstanding (or, if such Person is an
     Institutional Investor, 17.5% or more of the shares of Class B Common Stock
     then outstanding); provided, however, that if a Person shall become the
     Beneficial Owner of (aa) shares of Company Common Stock representing, in
     the aggregate, 15% or more of the total number of votes entitled to be cast
     generally (other than in an election of directors) by the holders of the
     Company Common Stock then outstanding (or, if such Person is an
     Institutional Investor, shares of Company Common Stock representing, in the
     aggregate, 18.5% or more of the total number of votes entitled to be cast
     generally (other than in an election of directors) by the








<PAGE>


                                                                               4


     holders of the Company Common Stock then outstanding) or (bb) 12.5% or more
     of the shares of Class B Common Stock then outstanding (or, if such Person
     is an Institutional Investor, 17.5% or more of the shares of Class B Common
     Stock then outstanding) by reason of such share acquisitions by the Company
     and thereafter become the Beneficial Owner of additional shares of (x) in
     the case of clause (aa) above, Company Common Stock representing 1% or more
     of the total number of votes entitled to be cast generally (other than in
     an election of directors) by the holders of the Company Common Stock then
     outstanding, or (y) in the case of clause (bb) above, Class B Common Stock
     representing 1% or more of the then outstanding shares of Class B Common
     Stock, (in either the case of clause (x) or clause (y), other than pursuant
     to a dividend or distribution paid or made by the Company on the
     outstanding Company Common Stock or pursuant to a split or subdivision of
     the outstanding Company Common Stock), then such Person shall be deemed to
     be an "Acquiring Person" unless upon the consummation of the acquisition of
     such additional shares of Company Common Stock or Class B Common Stock, as
     the case may be, such Person does not own (i) shares of Company Common
     Stock representing, in the aggregate, 15% or more of the total number of
     votes entitled to be cast generally (other than in an election of
     directors) by the holders of the Company Common Stock then outstanding (or,
     if such Person is an Institutional Investor, shares of Company Common Stock
     representing, in the aggregate, 18.5% or more of the total number of votes
     entitled to be cast generally (other than in an election of directors) by
     the holders of the Company Common Stock then outstanding) or (ii) 12.5% or
     more of the shares of Class B Common Stock then outstanding (or, if such
     Person is an Institutional Investor, 17.5% or more of the shares of Class B
     Common Stock then outstanding). Notwithstanding any of the foregoing, in
     the event that an Institutional Investor no longer satisfies the
     requirements set forth in the definition of "Institutional Investor" set
     forth below, then such Person shall promptly as practicable, after the
     Board of Directors determines in good faith that such Person no longer
     meets the requirements set forth in the definition of "Institutional
     Investor", divest itself of a sufficient number of shares of (a) Company
     Common Stock so that such Person no longer beneficially owns more than 15%
     of the total number of votes entitled to be cast generally (other than in
     an election of directors) by the holders of the Company Common Stock then
     outstanding or (b) Class B Common Stock so that such Person no longer
     beneficially owns more than 12.5% of the shares of Class B Common Stock
     then outstanding. If such Person does not divest of Company Common Stock,
     in the case of clause (a), or of Class B Common Stock, in the case of
     clause (b), in accordance with the requirements set forth in the prior
     sentence, then such Person shall be deemed to be an "Acquiring Person"
     for purposes of this Agreement. The phrase "then outstanding," when used
     with reference to a Person's Beneficial Ownership of securities of the
     Company, shall mean the number of such securities then issued and
     outstanding together with the number of such securities not then actually
     issued and outstanding which such Person would be deemed to own
     beneficially hereunder.








<PAGE>


                                                                               5


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

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

               (i) which such Person or any of such Person's Affiliates or
          Associates is deemed to beneficially own, directly or indirectly
          within the meaning of Rule 13d-3 of the General Rules and Regulations
          under the Exchange Act as in effect on the date of this Agreement;

               (ii) which such Person or any of such Person's Affiliates or
          Associates has (A) the right to acquire (whether such right is
          exercisable immediately or only after the passage of time) pursuant to
          any agreement, arrangement or understanding (other than customary
          agreements with and between underwriters and selling group members
          with respect to a bona fide public offering of securities), written or
          otherwise, 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, (x) securities tendered pursuant to
          a tender or exchange offer made pursuant to, and in accordance with,
          the applicable rules and regulations promulgated under the Exchange
          Act by or on behalf of such Person or any of such Person's Affiliates
          or Associates until such tendered securities are accepted for
          purchase, (y) securities which such Person has a right to acquire on
          the exercise of Rights at any time prior to the time a Person becomes
          an Acquiring Person or (z) securities issuable upon exercise of Rights
          from and after the time a Person becomes an Acquiring Person if such
          Rights were acquired by such Person or any of such Person's Affiliates
          or Associates prior to the Distribution Date or pursuant to Section
          3(a) or Section 22 hereof ("Original Rights") or pursuant to Section
          11(i) or Section 11(n) with respect to an adjustment to Original
          Rights; or (B) the right to vote pursuant to any agreement,
          arrangement or understanding; provided, however, that a Person
          shall not be deemed the Beneficial Owner of, or to beneficially own,
          any security by reason of such agreement, arrangement or understanding
          if the agreement, arrangement or understanding to vote such security
          (1) arises solely from a revocable proxy or consent given to such
          Person in response to a public proxy or consent solicitation made
          pursuant to, and in accordance with, the applicable rules and
          regulations promulgated under the Exchange Act and (2) is not also
          then reportable on Schedule 13D under the Exchange Act (or any
          comparable or successor report); or








<PAGE>


                                                                               6


               (iii) which are beneficially owned, directly or indirectly, by
          any other Person and with respect to which such Person or any of such
          Person's Affiliates or Associates has any agreement, arrangement or
          understanding (other than customary agreements with and between
          underwriters and selling group members with respect to a bona fide
          public offering of securities) for the purpose of acquiring, holding,
          voting (except to the extent contemplated by the proviso to Section
          1(c)(ii)(B)) or disposing of such securities.

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

          (e) "Class A Right" shall have the meaning set forth in the Recitals
     hereto.

          (f) "Class A Right Certificate" shall have the meaning set forth in
     Section 3(a) hereof.

          (g) "Class B Common Stock" shall have the meaning set forth in the
     Recitals hereto.

          (h) "Class B Right" shall have the meaning set forth in the Recitals
     hereto.

          (i) "Class B Right Certificate" shall have the meaning set forth in
     Section 3(a) hereof.

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

          (k) "Common Stock" when used with reference to the Company shall mean
     the Common Stock, par value $1 per share, of the Company. "Common Stock"
     when used with reference to any Person other than the Company shall mean
     the capital stock (or, in the case of an unincorporated entity, the
     equivalent 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.

          (l) "Company Common Stock" shall mean collectively or severally, as
     the context shall require, the Common Stock and/or the Class B Common
     Stock.

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








<PAGE>


                                                                               7


          (n) "Effective Time" shall have the meaning set forth in the Recitals
     hereto.

          (o) "Exempt Person" shall mean the Company, any Subsidiary (as such
     term is hereinafter defined) of the Company, any employee benefit plan of
     the Company or of any Subsidiary of the Company, or any entity or trustee
     holding Company Common Stock for or pursuant to the terms of any such plan
     or for the purpose of funding any such plan or funding other employee
     benefits for employees of the Company or of any Subsidiary of the Company.

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

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

          (r) "Institutional Investor" shall mean a Person who (I) is the
     Beneficial Owner of Company Common Stock and either (a) has a Schedule 13G
     on file with the Securities and Exchange Commission pursuant to the
     requirements of Rule 13d-1 under the Exchange Act with respect to such
     holdings, or (b) has a Schedule 13D on file with the Securities and
     Exchange Commission and either has stated in its filing that it has no plan
     or proposal that relates to or would result in any of the actions or events
     set forth in Item 4 of Schedule 13D or otherwise has no intent to seek
     control of the Company or has certified to the Company that it has no such
     plan, proposal or intent (other than by voting the shares of Company Common
     Stock over which such Person has voting power) and (II) (w) is principally
     engaged in the business of managing investment funds for unaffiliated
     securities investors and, as part of such Person's duties as agent for
     fully managed accounts, holds or exercises voting or dispositive power over
     shares of Company Common Stock, (x) acquires Beneficial Ownership of shares
     of Company Common Stock pursuant to trading activities undertaken in the
     ordinary course of such Person's business and not with the purpose nor the
     effect, either alone or in concert with any Person, of exercising the power
     to direct or cause the direction of the management and policies of the
     Company or of otherwise changing or influencing the control of the Company,
     nor in connection with or as a participant in any transaction having such
     purpose or effect, including any transaction subject to Rule 13d-3(b) of
     the Exchange Act, (y) in the case of clause (a), only, is a Person included
     in Rule 13d-1(b)(ii) of the Exchange Act, such Person is not obligated to,
     and does not, file a Schedule 13D with respect to the securities of the
     Company and (z) in the case of clause (b), only, does not amend either its
     Schedule 13D on file or its certification to the Company in a manner
     inconsistent with its representation that it has no plan or proposal that
     relates to or would result in any of the actions or events set forth in
     Item 4 of Schedule 13D or otherwise has no intent to seek control of the
     Company (other than by voting the shares of Company Common Stock over which
     such Person has voting power).








<PAGE>


                                                                               8


          (s) "Merger" shall have the meaning set forth in the Recitals hereto.

          (t) "Merger Agreement" shall have the meaning set forth in the
     Recitals hereto.

          (u) "Merger Sub" shall have the meaning set forth in the Recitals
     hereto.

          (v) "New York Stock Exchange" shall mean the New York Stock Exchange,
     Inc.

          (w) "Ownership Statement" shall have the meaning set forth in Section
     3(a) hereof.

          (x) "Person" shall mean any individual, firm, corporation,
     partnership, limited partnership, business trust, limited liability
     company, unincorporated association or other entity, and shall include any
     successor (by merger or otherwise) of such entity.

          (y) "Preferred Stock" shall mean collectively or severally, as the
     context shall require, (i) the Series A Participating Preferred Stock, par
     value $.01 per share, of the Company (the "Series A Preferred Stock")
     and/or (ii) the Series B Participating Preferred Stock, par value $.01 per
     share, of the Company (the "Series B Preferred Stock"), in each case having
     the rights and preferences upon adoption as and set forth in the Form of
     Certificate of Designations attached to this Agreement as Exhibit A-1 and
     Exhibit A-2, respectively.

          (z) "Record Date" shall have the meaning set forth in the Recitals
     hereto.

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

          (bb) "Rights" shall mean collectively or severally, as the context
     shall require, the Class A Rights and/or the Class B Rights.

          (cc) "Right Certificate" shall mean collectively or severally, as the
     context shall require, the Class A Right Certificate and/or the Class B
     Right Certificate.

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

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








<PAGE>


                                                                               9


          (ff) "Subsidiary" of any Person shall mean any corporation or other
     entity of which securities or other ownership interests having ordinary
     voting power sufficient to elect a majority of the board of directors or
     other persons performing similar functions are beneficially owned, directly
     or indirectly, by such Person, and any corporation or other entity that is
     otherwise controlled by such Person.

          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. The Rights Agent shall have no duty to supervise, and in
no event shall be liable for, the acts or omissions of any such co-Rights Agent.

          Section 3. Issue of Right Certificates.

          (a) Until the earlier of (i) the tenth day after the Stock Acquisition
     Date or (ii) the tenth Business Day (or such later date as may be
     determined by action of the Board of Directors prior to such time as any
     Person becomes an Acquiring Person) after the date of the commencement by
     any Person (other than an Exempt Person) of, or of the first public
     announcement of the intention of such Person (other than an Exempt Person)
     to commence, a tender or exchange offer the consummation of which would
     result in any Person becoming the Beneficial Owner of (1) shares of Company
     Common Stock representing, in the aggregate, 15% or more of the total
     number of votes entitled to be cast generally (other than in an election of
     directors) by the holders of Company Common Stock then outstanding (or, if
     such Person is an Institutional Investor, shares of Company Common Stock
     representing, in the aggregate, 18.5% or more of the total number of votes
     entitled to be cast generally (other than in an election of directors) by
     the holders of Company Common Stock then outstanding) or (2) 12.5% or more
     of the shares of Class B Common Stock then outstanding (or, if such Person
     is an Institutional Investor, 17.5% or more of the shares of Class B Common
     Stock then outstanding) (the earlier of such dates being herein referred to
     as the "Distribution Date"); (x) the Rights will be evidenced (subject to
     the provisions of Section 3(b) hereof) by the certificates for Company
     Common Stock registered in the names of the holders thereof, or by a
     current ownership statement issued with respect to uncertificated shares of
     Company Common Stock in lieu of such a certificate (an "Ownership
     Statement") and not by separate Right Certificates and (y) the Rights will
     be transferable only in connection with the transfer of Company Common
     Stock. As soon as practicable after the Distribution Date, the Company will
     prepare and execute, the Rights Agent will countersign and the Company will
     send or cause to be sent (and the Rights Agent will, if requested, send) by
     first-class, insured, postage-prepaid mail, (A) to each record holder of
     Common Stock as of the close of business on the Distribution Date (other
     than any Acquiring Person or any Associate or Affiliate of an Acquiring
     Person), at the address of such holder shown on the records of the Company,
     a Class A Right Certificate, in substantially the form of Exhibit B-1
     hereto (a "Class A Right








<PAGE>


                                                                              10


     Certificate"), evidencing one Class A Right (subject to adjustment as
     provided herein) for each share of Common Stock so held and (B) to each
     record holder of Class B Common Stock as of the close of business on the
     Distribution Date (other than any Acquiring Person or any Associate or
     Affiliate of an Acquiring Person), at the address of such holder shown on
     the records of the Company, a Class B Right Certificate, in substantially
     the form of Exhibit B-2 hereto (a "Class B Right Certificate"), evidencing
     one Class B Right (subject to adjustment as provided herein) for each share
     of Class B Common Stock so held. As of the Distribution Date, the Rights
     will be evidenced solely by such Right Certificates.

          (b) (i) In connection with the original adoption of this Agreement,
     the Company sent a copy of a Summary of Rights to Purchase Shares of
     Preferred Stock, (the "Summary of Rights"), by first-class, postage-prepaid
     mail, to each record holder 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.

               (ii) With respect to shares of Common Stock represented by
          certificates for Common Stock or Ownership Statements outstanding as
          of the Record Date, until the earliest of the Distribution Date, the
          Redemption Date or the Final Expiration Date, the Class A Rights
          associated with such shares of Common Stock will be evidenced by such
          certificates or Ownership Statements together with the Summary of
          Rights. Until the earlier of the Distribution Date and the Expiration
          Date (as defined below), the surrender for transfer of any certificate
          for shares of Common Stock outstanding on the Record Date, or the
          transfer of any Common Stock represented by an Ownership Statement
          outstanding on the Record Date, in either case with or without a copy
          of the Summary of Rights, shall also, except as otherwise provided
          herein, constitute the transfer of the Class A Rights associated with
          the Common Stock represented thereby.

          (c) (i) Certificates or Ownership Statements issued for Common Stock
     (including, without limitation, upon transfer of outstanding Common Stock,
     disposition of Common Stock out of treasury stock or issuance or reissuance
     of Common Stock out of authorized but unissued shares) after the Record
     Date but prior to the earlier of the Distribution Date and the Expiration
     Date (as defined below), shall have impressed on, printed on, written on or
     otherwise affixed to them the following legend:

          This [certificate] [statement] also evidences and entitles
          the holder hereof to certain rights as set forth in a Rights
          Agreement between Curtiss-Wright Corporation and ChaseMellon
          Shareholder Services, L.L.C., as Rights Agent, dated as of
          November 6, 2000, as the same may be amended from time to
          time (the "Rights Agreement"), the terms of which are hereby
          incorporated herein by reference








<PAGE>


                                                                              11


          and a copy of which is on file at the principal executive
          offices of Curtiss-Wright 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] [statement].
          Curtiss-Wright Corporation will mail to the holder of this
          [certificate] [statement] 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 owned by or transferred to any Person who
          becomes an Acquiring Person (as defined in the Rights
          Agreement) and certain transferees thereof will become null
          and void and will no longer be transferable.

With respect to such certificates or Ownership Statements containing the
foregoing legend, until the Distribution Date, the Class A Rights associated
with the Common Stock represented by such certificates or Ownership Statements
shall be evidenced by such certificates or Ownership Statements alone, and the
surrender for transfer of any such certificate or the transfer of any shares of
Common Stock represented by such Ownership Statements, except as otherwise
provided herein, shall also constitute the transfer of the Class A Rights
associated with the Common Stock represented thereby.

               (ii) Certificates or Ownership Statements issued for Class B
          Common Stock (including, without limitation, upon transfer of
          outstanding Class B Common Stock, disposition of Class B Common Stock
          out of treasury stock or issuance or reissuance of Class B Common
          Stock out of authorized but unissued shares) at or after the Effective
          Time but prior to the earlier of the Distribution Date and the
          Expiration Date (as defined below), shall have impressed on, printed
          on, written on or otherwise affixed to them the following legend:

          This [certificate] [statement] also evidences and entitles
          the holder hereof to certain rights as set forth in an
          Amended and Restated Rights Agreement between Curtiss-Wright
          Corporation and Mellon Investor Services LLC (f/k/a
          ChaseMellon Shareholder Services, L.L.C.), as Rights Agent,
          dated as of November 6, 2000, as amended and restated as of
          November 20, 2001, and as further amended from time to time (the
          "Rights Agreement"), the terms of which are hereby
          incorporated herein by reference and a copy of which is on
          file at the principal executive offices of Curtiss-Wright
          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] [statement]. Curtiss-Wright Corporation
          will mail to the holder of this [certificate]








<PAGE>


                                                                              12


          [statement] 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
          owned by or transferred to any Person who becomes an Acquiring
          Person (as defined in the Rights Agreement) and certain
          transferees thereof will become null and void and will no
          longer be transferable.

With respect to such certificates or Ownership Statements containing the
foregoing legend, until the Distribution Date, the Class B Rights associated
with the Class B Common Stock represented by such certificates or Ownership
Statements shall be evidenced by such certificates or Ownership Statements
alone, and the surrender for transfer of any such certificate or the transfer of
any shares of Class B Common Stock represented by such Ownership Statements,
except as otherwise provided herein, shall also constitute the transfer of the
Class B Rights associated with the Class B Common Stock represented thereby.

               (iii) In the event that the Company purchases or otherwise
          acquires any Company Common Stock after the Record Date but prior to
          the Distribution Date, any Rights associated with such Company Common
          Stock shall be deemed cancelled and retired so that the Company shall
          not be entitled to exercise any Rights associated with the Company
          Common Stock which are no longer outstanding.

Notwithstanding this paragraph (c), the omission of a legend shall not affect
the enforceability of any part of this Agreement or the rights of any holder of
the Rights.

          Section 4. Form of Right Certificates. The Class A Right Certificates
and the Class B Rights Certificates (and the forms of election to purchase
shares and of assignment to be printed on the reverse thereof) shall be
substantially in the form set forth in Exhibit B-1 and Exhibit B-2 hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of the New York Stock Exchange or of any
other stock exchange or automated quotation system on which the Rights may from
time to time be listed, or to conform to usage. Subject to the provisions of
Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders
thereof to purchase such number of one one-thousandths of a share of Preferred
Stock as shall be set forth therein at the price per one one-thousandth of a
share of Preferred Stock set forth therein (the "Purchase Price"), but the
number of such one one-thousandths of a share of Preferred Stock and the
Purchase Price shall be subject to adjustment as provided herein.

          Section 5. Countersignature and Registration.

          (a) The Right Certificates shall be executed on behalf of the Company
     by the Chairman of the Board of Directors, the President, any of the Vice
     Presidents,








<PAGE>


                                                                              13


     the Treasurer or the Controller of the Company, 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
     Right Certificates shall be countersigned by the Rights Agent, either
     manually or by facsimile signature, and shall not be valid for any purpose
     unless countersigned. In case any officer of the Company who shall have
     signed any of the Right Certificates, or shall have attested the Company's
     seal thereon, shall cease to be such officer of the Company before
     countersignature by the Rights Agent and issuance and delivery by the
     Company, such Right Certificates, nevertheless, may be countersigned by the
     Rights Agent and issued and delivered by the Company with the same force
     and effect as though the Person who signed such Right Certificates, or who
     attested the Company's seal thereon, had not ceased to be such officer of
     the Company; and any Right Certificate may be signed on behalf of the
     Company, and the Company's seal may be attested, by any Person who, at the
     actual date of the execution of such Right Certificate, shall be a proper
     officer of the Company to sign such Right Certificate, although at the date
     of the execution of this Agreement any such Person was not such an officer.

          (b) Following the Distribution Date, and the receipt by the Rights
     Agent of all required information, the Rights Agent will keep or cause to
     be kept, at an office or agency designated for such purpose, books for
     registration and transfer of the Right Certificates issued hereunder. Such
     books shall show the names and addresses of the respective holders of the
     Right Certificates, the number of Rights evidenced on its face by each of
     the Right Certificates and the date of each of the Right Certificates.

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

          (a) Subject to the provisions of Sections 7(e), 11(a)(ii) and 14
     hereof, at any time after the close of business on the Distribution Date,
     and prior to the close of business on the earlier of the Redemption Date or
     the Final Expiration Date, any Right Certificate or Right Certificates may
     be transferred, split up, combined or exchanged for another Right
     Certificate or Right Certificates, entitling the registered holder to
     purchase a like number of one one-thousandths of a share of Preferred Stock
     as the Right Certificate or Right Certificates surrendered then entitled
     such holder to purchase. Any registered holder desiring to transfer, split
     up, combine or exchange any Right Certificate or Right Certificates shall
     make such request in writing delivered to the Rights Agent, and shall
     surrender the Right Certificate or Right Certificates to be transferred,
     split up, combined or exchanged at the office or agency of the Rights Agent
     designated for such purpose. Thereupon the Rights Agent shall countersign
     and deliver to the Person entitled thereto a Right Certificate or Right
     Certificates, as the case may be, as so requested. The Company may require
     payment of a sum sufficient to cover any tax or governmental charge that
     may be imposed in connection with any transfer,








<PAGE>


                                                                              14


     split up, combination or exchange of Right Certificates. The Rights Agent
     shall have no duty or obligation under this Section 6 unless and until it
     is satisfied that all such taxes and/or charges have been paid in full.

          (b) Subject to the provisions of Section 11(a)(ii) hereof, at any time
     after the Distribution Date and prior to the close of business on the
     earlier of the Redemption Date or the Final Expiration Date, upon receipt
     by the Company and the Rights Agent of evidence reasonably satisfactory to
     them of the loss, theft, destruction or mutilation of a Right Certificate,
     and, in case of loss, theft or destruction, of indemnity or security
     satisfactory to them, and reimbursement to the Company and the Rights Agent
     of all reasonable expenses incidental thereto, and upon surrender to the
     Rights Agent and cancellation of the Right Certificate if mutilated, the
     Company will make and deliver a new Right Certificate of like tenor to the
     Rights Agent for delivery to the registered holder in lieu of the Right
     Certificate so lost, stolen, destroyed or mutilated.

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

          (a) Except as otherwise provided herein, the Rights shall become
     exercisable on the Distribution Date, and thereafter the registered holder
     of any Right Certificate may, subject to Section 11(a)(ii) hereof and
     except as otherwise provided herein, exercise the Rights evidenced thereby
     in whole or in part upon surrender of the Right Certificate, with the form
     of election to purchase on the reverse side thereof duly executed, to the
     Rights Agent at the office or agency of the Rights Agent designated for
     such purpose, together with payment of the Purchase Price for each one
     one-thousandth of a share of Preferred Stock as to which the Rights are
     exercised, at any time which is both after the Distribution Date and prior
     to the earliest (the "Expiration Date") of (i) the close of business on
     November 6, 2010 (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.

          (b) The Purchase Price shall be initially (i) $235 for each one
     one-thousandth of a share of Series A Preferred Stock and (ii) $235 for
     each one one-thousandth of a share of Series B Preferred Stock, in each
     case purchasable upon the exercise of a Right. The Purchase Price and the
     number of one one-thousandths of a share of Preferred Stock or other
     securities or property to be acquired upon exercise of a Right 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) of this Section 7.

          (c) Except as otherwise provided herein, upon receipt of a Right
     Certificate representing exercisable Rights, with the form of election to
     purchase duly executed, accompanied by payment of the aggregate Purchase
     Price for the shares of Preferred Stock to be purchased and an amount equal
     to any applicable transfer tax required to be paid by the holder of such
     Right Certificate in








<PAGE>


                                                                              15


     accordance with Section 9 hereof, in cash or by certified check, cashier's
     check or money order payable to the order of the Company, the Rights Agent
     shall thereupon promptly (i) (A) requisition from any transfer agent of the
     Preferred Stock or make available if the Rights Agent is the transfer agent
     for the Preferred Stock certificates for the number of shares of Preferred
     Stock to be purchased (and the Company hereby irrevocably authorizes its
     transfer agent to comply with all such requests), or (B) requisition from
     the depositary agent depositary receipts representing interests in such
     number of one one-thousandths of a share of Preferred Stock as are to be
     purchased (in which case certificates for the Preferred Stock represented
     by such 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) promptly after receipt
     of such certificates or depositary receipts, cause the same to be delivered
     to or upon the order of the registered holder of such Right Certificate,
     registered in such name or names as may be designated by such holder and
     (iv) when appropriate, after receipt, promptly deliver such cash to or upon
     the order of the registered holder of such Right Certificate.

          (d) Except as otherwise provided herein, in case the registered holder
     of any Right Certificate shall exercise less than all the Rights evidenced
     thereby, a new Right Certificate evidencing Rights equivalent to the
     exercisable Rights remaining unexercised shall be issued by the Rights
     Agent to the registered holder of such Right Certificate or to his duly
     authorized assigns, subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Agreement to the contrary,
     neither the Rights Agent nor the Company shall be obligated to undertake
     any action with respect to a registered holder of Rights upon the
     occurrence of any purported transfer or exercise of Rights pursuant to
     Section 6 hereof or this Section 7 unless such registered holder shall have
     (i) completed and signed the certificate contained in the form of
     assignment or election to purchase set forth on the reverse side of the
     Right Certificate surrendered for such transfer or exercise and (ii)
     provided such additional evidence of the identity of the Beneficial Owner
     (or former Beneficial Owner) thereof as the Company or the Rights Agent
     shall reasonably request.

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








<PAGE>


                                                                              16


otherwise than upon the exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or shall, at the written request of
the Company, destroy, or cause to be destroyed, such cancelled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

          Section 9. Availability of Shares of Preferred Stock.

          (a) The Company covenants and agrees that it will cause to be reserved
     and kept available out of its authorized and unissued shares of Preferred
     Stock or any shares of Preferred Stock held in its treasury, the number of
     shares of Preferred Stock that will be sufficient to permit the exercise in
     full of all outstanding Rights.

          (b) So long as the shares of Preferred Stock (and, following the time
     that a Person becomes an Acquiring Person, shares of Company Common Stock
     and other securities) issuable upon the exercise of Rights may be listed or
     admitted to trading on the New York Stock Exchange or listed on any other
     national securities exchange or quotation system, the Company shall use its
     best efforts to cause, from and after such time as the Rights become
     exercisable, all shares reserved for such issuance to be listed or admitted
     to trading on the New York Stock Exchange or listed on any other exchange
     or quotation system upon official notice of issuance upon such exercise.

          (c) From and after such time as the Rights become exercisable, the
     Company shall use its best efforts, if then necessary to permit the
     issuance of shares of Preferred Stock (and following the time that a Person
     first becomes an Acquiring Person, shares of Company Common Stock and other
     securities) upon the exercise of Rights, to register and qualify such
     shares of Preferred Stock (and following the time that a Person first
     becomes an Acquiring Person, shares of Company Common Stock and other
     securities) under the Securities Act and any applicable state securities or
     "Blue Sky" laws (to the extent exemptions therefrom are not available),
     cause such registration statement and qualifications to become effective as
     soon as possible after such filing and keep such registration and
     qualifications effective until the earlier of the date as of which the
     Rights are no longer exercisable for such securities and the Final
     Expiration Date. The Company may temporarily suspend, for a period of time
     not to exceed 90 days, the exercisability of the Rights in order to prepare
     and file a registration statement under the Securities Act and permit it to
     become effective. Upon any such suspension, the Company shall promptly
     notify the Rights Agent thereof and issue a public announcement (with
     prompt notice thereof to the Rights Agent) stating that the exercisability
     of the Rights has been temporarily suspended, as well as a public
     announcement at such time as the suspension is no longer in effect.
     Notwithstanding any provision of this Agreement to the contrary, the Rights
     shall not be exercisable in any jurisdiction unless the requisite
     qualification in such jurisdiction shall have been obtained and until a
     registration statement under the Securities Act (if required) shall have
     been declared effective.








<PAGE>


                                                                              17


          (d) The Company covenants and agrees that it will take all such action
     as may be necessary to ensure that all shares of Preferred Stock (and,
     following the time that a Person becomes an Acquiring Person, shares of
     Company Common Stock and other securities) delivered upon exercise of
     Rights shall, at the time of delivery of the certificates therefor (subject
     to payment of the Purchase Price), be duly and validly authorized and
     issued and fully paid and nonassessable shares.

          (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 Right
     Certificates or of any shares of Preferred Stock (or shares of Company
     Common Stock or other securities) upon the exercise of Rights. The Company
     shall not, however, be required to pay any tax or charge which may be
     payable in respect of any transfer or delivery of Right Certificates to a
     Person other than, or the issuance or delivery of certificates or
     depositary receipts for the Preferred Stock (or shares of Company Common
     Stock or other securities) in a name other than that of, the registered
     holder of the Right Certificate evidencing Rights surrendered for exercise
     or to issue or deliver any certificates or depositary receipts for
     Preferred Stock (or shares of Company Common Stock or other securities)
     upon the exercise of any Rights until any such tax or charge shall have
     been paid (any such tax or charge being payable by that holder of such
     Right Certificate at the time of surrender) or until it has been
     established to the Company's reasonable satisfaction that no such tax or
     charge is due.

          Section 10. Preferred Stock Record Date. Each Person in whose name any
certificate for Preferred Stock is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the shares of
Preferred Stock represented thereby on, and such certificate shall be dated, the
date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable taxes or
charges) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preferred Stock 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. Prior to
the exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a holder of Preferred Stock for which the
Rights shall be exercisable, including, without limitation, the right to vote or
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 and Number
of Rights. The Purchase Price, the number of shares of Preferred Stock or other
securities or property purchasable upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.








<PAGE>


                                                                              18


          (a) (i) In the event the Company shall at any time after the date of
     this Agreement (A) declare a dividend on either series of Preferred Stock
     payable in shares of Preferred Stock, (B) subdivide either series of
     outstanding Preferred Stock, (C) combine the shares of either series of
     outstanding Preferred Stock into a smaller number of shares of Preferred
     Stock or (D) issue any shares of its capital stock in a reclassification of
     either series of 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 applicable Purchase Price in effect at the time of the
     record date for such dividend or of the effective date of such subdivision,
     combination or reclassification, and the number and kind of shares of
     capital stock issuable on such date, shall be proportionately adjusted so
     that the holder of any Right exercised after such time shall be entitled to
     receive the aggregate number and kind of shares of capital stock which, if
     such Right had been exercised immediately prior to such date and at a time
     when the Preferred Stock transfer books of the Company were open, the
     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 such
     Right. So long as any Rights are outstanding, the Company shall not effect
     any of the actions set forth in Clauses (A), (B), (C) or (D) of this
     paragraph with respect to either series of Preferred Stock unless the
     Company shall also contemporaneously effect a like transaction with respect
     to the other such series of Preferred Stock; provided, however, that in the
     event that such a transaction is effected with respect to one such series
     but no shares of the other series of Preferred Stock are outstanding, 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 upon such date, shall be proportionately adjusted with respect to
     the holders of Rights exercisable for shares of the series of Preferred
     Stock that are not outstanding as if such a dividend, subdivision,
     combination or reclassification had been effected with respect to the
     shares of such series of Preferred Stock.

               (ii) Subject to Section 24 of this Agreement and except as
          otherwise provided in this Section 11(a)(ii), in the event any Person
          becomes an Acquiring Person, each holder of a Right shall thereafter
          have the right to receive, upon exercise thereof at a price equal to
          the then current applicable Purchase Price immediately prior to the
          Person becoming an Acquiring Person multiplied by the number of one
          one-thousandths of a share of the applicable series of Preferred Stock
          for which such Right is then exercisable (whether or not such Right is
          then exercisable), in accordance with the terms of this Agreement and
          in lieu of shares of Preferred Stock, such number of shares of Common
          Stock (in the case of a Class A Right) or Class B Common Stock (in the
          case of a Class








<PAGE>


                                                                              19


          B Right) as shall equal the result obtained by (x) multiplying the
          then current applicable Purchase Price by the number of one
          one-thousandths of a share of Preferred Stock for which a Right is
          then exercisable (whether or not such Right is then exercisable) and
          dividing that product by (y) 50% of the then current per share market
          price of the Common Stock (in the case of a Class A Right) or Class B
          Common Stock (in the case of a Class B Right) (determined pursuant to
          Section 11(d) hereof) on the date of the occurrence of such event;
          provided, however, that the applicable Purchase Price and the number
          of shares of Common Stock (in the case of a Class A Right) or Class B
          Common Stock (in the case of a Class B Right) so receivable upon
          exercise of a Right shall thereafter be subject to further adjustment
          as appropriate in accordance with Section 11(f) hereof.
          Notwithstanding anything in this Agreement to the contrary, however,
          from and after the time (the "invalidation time") when any Person
          first becomes an Acquiring Person, any Rights that are beneficially
          owned by (x) any Acquiring Person (or any Affiliate or Associate of
          any Acquiring Person), (y) a transferee of any Acquiring Person (or
          any such Affiliate or Associate) who becomes a transferee after the
          invalidation time or (z) a transferee of any Acquiring Person (or any
          such Affiliate or Associate) who became a transferee prior to or
          concurrently with the invalidation time pursuant to either (I) a
          transfer from the Acquiring Person to holders of its equity securities
          or to any Person with whom it has any continuing agreement,
          arrangement or understanding regarding the transferred Rights or (II)
          a transfer which the Board of Directors has determined is part of a
          plan, arrangement or understanding which has the purpose or effect of
          avoiding the provisions of this paragraph, and subsequent transferees
          of such Persons, shall be null and void without any further action and
          any holder of such Rights shall thereafter have no rights whatsoever
          with respect to such Rights under any provision of this Agreement. The
          Company shall use all reasonable efforts to ensure that the provisions
          of this Section 11(a)(ii) are complied with, but shall have no
          liability to any holder of Right Certificates or other Person as a
          result of its failure to make any determinations with respect to an
          Acquiring Person or its Affiliates, Associates or transferees
          hereunder. From and after the invalidation time, no Right Certificate
          shall be issued pursuant to Section 3 or Section 6 hereof that
          represents Rights that are or have become null and void pursuant to
          the provisions of this paragraph, and any Right Certificate delivered
          to the Rights Agent that represents Rights that are or have become
          null and void pursuant to the provisions of this paragraph shall be
          cancelled. From and after the occurrence of an event specified in
          Section 13(a) hereof, any Rights that theretofore have not been
          exercised pursuant to this Section 11(a)(ii) shall thereafter be
          exercisable only in accordance with Section 13 and not pursuant to
          this Section 11(a)(ii).

               (iii) The Company may at its option substitute for a share of
          Company Common Stock issuable upon the exercise of Rights in








<PAGE>


                                                                              20


          accordance with the foregoing subparagraph (ii) such number or
          fractions of shares of the applicable series of Preferred Stock having
          an aggregate current market value equal to the current per share
          market price of a share of the applicable class of Company Common
          Stock. In the event that there shall not be sufficient shares of the
          applicable class of Company Common Stock issued but not outstanding or
          authorized but unissued to permit the exercise in full of the Rights
          in accordance with the foregoing subparagraph (ii), the Board of
          Directors shall, to the extent permitted by applicable law and any
          material agreements then in effect to which the Company is a party (A)
          determine the excess of (1) the value of the shares of Company Common
          Stock issuable upon the exercise of a Right in accordance with the
          foregoing subparagraph (ii) (the "Current Values") over (2) the then
          current applicable Purchase Price multiplied by the number of one
          one-thousandths of shares of Preferred Stock for which such Right was
          exercisable immediately prior to the time that the Acquiring Person
          became such (such excess, the "Spread"), and (B) with respect to each
          Right (other than Rights which have become void pursuant to Section
          11(a)(ii)), make adequate provision to substitute for the shares of
          the applicable class of Company Common Stock issuable in accordance
          with subparagraph (ii) upon exercise of a Class A Right or a Class B
          Right, as the case may be, and payment of the applicable Purchase
          Price, (1) cash, (2) a reduction in the applicable Purchase Price,
          (3) shares of the applicable series of Preferred Stock or other equity
          securities of the Company (including, without limitation, shares or
          fractions of shares of preferred stock which, by virtue of having
          dividend, voting and liquidation rights substantially comparable to
          those of the applicable shares of Company Common Stock, are deemed in
          good faith by the Board of Directors to have substantially the same
          value as the shares of Common Stock (in the case of a Class A Right)
          or Class B Common Stock (in the case of a Class B Right) (such shares
          of the applicable series of Preferred Stock and shares or fractions of
          shares of preferred stock are hereinafter referred to as "Company
          Common Stock equivalents")), (4) debt securities of the Company, (5)
          other assets or (6) any combination of the foregoing, having a value
          which, when added to the value of the shares of Company Common Stock
          actually issued upon exercise of such Right, shall have an aggregate
          value equal to the Current Value (less the amount of any reduction in
          the applicable Purchase Price), where such aggregate value has been
          determined by the Board of Directors upon the advice of a nationally
          recognized investment banking firm selected in good faith by the Board
          of Directors; provided, however, if the Company shall not make
          adequate provision to deliver value pursuant to clause (B) above
          within thirty (30) days following the date that the Acquiring Person
          became such (the "Section 11(a)(ii) Trigger Date"), then the Company
          shall be obligated to deliver, to the extent permitted by applicable
          law and any material agreements then in effect to which the Company is
          a party, upon the surrender for exercise of a Right and without
          requiring payment of the








<PAGE>


                                                                              21


          applicable Purchase Price, shares of Common Stock (in the case of a
          Class A Right) or Class B Common Stock (in the case of a Class B
          Right) (to the extent available), and then, if necessary, such number
          or fractions of shares of the applicable series of Preferred Stock (to
          the extent available) and then, if necessary, cash, which shares
          and/or cash have an aggregate value equal to the Spread. If, upon the
          date any Person becomes an Acquiring Person, the Board of Directors
          shall determine in good faith that it is likely that sufficient
          additional shares of the applicable class of Company Common Stock
          could be authorized for issuance upon exercise in full of the Rights,
          then, if the Board of Directors so elects, the thirty (30) day period
          set forth above may be extended to the extent necessary, but not more
          than ninety (90) days after the Section 11(a)(ii) Trigger Date, in
          order that the Company may seek stockholder approval for the
          authorization of such additional shares (such thirty (30) day period,
          as it may be extended, is herein called the "Substitution Period"). To
          the extent that the Company determines that some action need be taken
          pursuant to the second and/or third sentence of this Section
          11(a)(iii), the Company (x) shall provide, subject to Section
          11(a)(ii) hereof and the last sentence of this Section 11(a)(iii)
          hereof, that such action shall apply uniformly to all outstanding
          Class A Rights and/or Class B Rights, as applicable, and (y) may
          suspend the exercisability of the Class A Rights and/or Class B
          Rights, as applicable, until the expiration of the Substitution Period
          in order to seek any authorization of additional shares and/or to
          decide the appropriate form of distribution to be made pursuant to
          such second sentence and to determine the value thereof. In the event
          of any such suspension, the Company shall issue a public announcement
          stating that the exercisability of the Class A Rights and/or Class B
          Rights, as applicable, has been temporarily suspended, as well as a
          public announcement at such time as the suspension is no longer in
          effect, in each case with prompt notice thereof to the Rights Agent.
          For purposes of this Section 11(a)(iii), the value of the shares of
          Common Stock (in the case of a Class A Right) and the Class B Common
          Stock (in the case of a Class B Right) shall be the current per share
          market price (as determined pursuant to Section 11(d)(i)) on the
          Section 11(a)(ii) Trigger Date and the per share or fractional value
          of any "Company Common Stock equivalent" shall be deemed to equal the
          current per share market price of the Common Stock (in the case of a
          Class A Right) and the Class B Common Stock (in the case of a Class B
          Right). The Board of Directors of the Company may, but shall not be
          required to, establish procedures to allocate the right to receive (a)
          shares of Common Stock upon the exercise of the Class A Rights among
          holders of Class A Rights and (b) shares of Class B Common Stock upon
          the exercise of the Class B Rights among holders of Class B Rights, in
          each case, pursuant to this Section 11(a)(iii).

          (b) In case the Company shall fix a record date for the issuance of
     rights, options or warrants to all holders of either series of Preferred
     Stock entitling them








<PAGE>


                                                                              22


     (for a period expiring within 45 calendar days after such record date) to
     subscribe for or purchase shares of the applicable series of Preferred
     Stock (or shares having the same rights, privileges and preferences as the
     applicable series of Preferred Stock ("equivalent preferred shares")) or
     securities convertible into the applicable series of Preferred Stock or
     equivalent preferred shares at a price per share of the applicable series
     of Preferred Stock or equivalent preferred shares (or having a conversion
     price per share, if a security convertible into shares of the applicable
     series of Preferred Stock or equivalent preferred shares) less than the
     then current per share market price of the applicable series of Preferred
     Stock (determined pursuant to Section 11(d) hereof) on such record date,
     the applicable Purchase Price to be in effect after such record date shall
     be determined by multiplying the applicable Purchase Price in effect
     immediately prior to such record date by a fraction, the numerator of which
     shall be the number of shares of such series of Preferred Stock and
     equivalent preferred shares outstanding on such record date plus the number
     of shares of such series of Preferred Stock and equivalent preferred shares
     which the aggregate offering price of the total number of shares of such
     series 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 shares of such series
     of Preferred Stock and equivalent preferred shares outstanding on such
     record date plus the number of additional shares of such series 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); provided, however, that in no event
     shall the consideration to be paid upon the exercise of one Right be less
     than the aggregate par value of the shares of capital stock of the Company
     issuable upon exercise of one Right. In case such subscription price may
     be paid in a consideration part or all of which shall be in a form other
     than cash, the value of such consideration shall be as determined in good
     faith by the Board of Directors of the Company, whose determination shall
     be described in a statement filed with the Rights Agent and which should
     be conclusive for all purposes. Shares of Preferred Stock and equivalent
     preferred shares 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 applicable Purchase Price shall be adjusted to be the applicable
     Purchase Price which would then be in effect if such record date had not
     been fixed. So long as any Rights are outstanding, the Company shall not
     effect any of the actions set forth in this paragraph with respect to
     either series of Preferred Stock unless the Company shall also
     contemporaneously effect a like transaction with respect to the other
     series of Preferred Stock; provided, however, that in the event that such
     a transaction is effected with respect to one such series but no shares of
     the other series of Preferred Stock are outstanding, the Purchase Price in
     effect at the time of the record date for such issuance of rights, options
     or warrants shall be proportionately adjusted with respect to the holders
     of Rights exercisable for shares of the series of Preferred Stock that are
     not outstanding as if








<PAGE>


                                                                              23


     such issuance of rights, options or warrants had been effected with respect
     to the shares of such series of Preferred Stock.

          (c) In case the Company shall fix a record date for the making of a
     distribution to all holders of either series 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 or assets (other than a regular quarterly cash dividend or
     a dividend payable in Preferred Stock) or subscription rights or warrants
     (excluding those referred to in Section 11(b) hereof), the applicable
     Purchase Price to be in effect after such record date shall be determined
     by multiplying the applicable Purchase Price in effect immediately prior to
     such record date by a fraction, the numerator of which shall be the then
     current per share market price of the applicable series of Preferred Stock
     (determined pursuant to Section 11(d) hereof) on such record date, less the
     fair market value (as determined in good faith by the Board of Directors of
     the Company whose determination shall be described in a statement filed
     with the Rights Agent and which shall be conclusive for all purposes) of
     the portion of the assets or evidences of indebtedness so to be distributed
     or of such subscription rights or warrants applicable to one share of such
     series of Preferred Stock, and the denominator of which shall be such
     current per share market price (determined pursuant to Section 11(d)
     hereof) of such series of Preferred Stock; provided, however, that in no
     event shall the  consideration to be paid upon the exercise of one Right
     be less than the aggregate par value of the shares of capital stock of
     the Company to be issued upon exercise of one Right. Such adjustments
     shall be made successively whenever such a record date is fixed; and in
     the event that such distribution is not so made, the applicable Purchase
     Price shall again be adjusted to be the applicable Purchase Price which
     would then be in effect if such record date had not been fixed. So long
     as any Rights are outstanding, the Company shall not effect any of the
     actions set forth in this paragraph with respect to either series of
     Preferred Stock unless the Company shall also contemporaneously effect
     a like transaction with respect to the other such series of Preferred
     Stock; provided, however, that in the event that such a transaction
     is effected with  respect to one such series but no shares of the other
     series of Preferred Stock are outstanding, the Purchase Price in
     effect at the time of the record date for such distribution shall be
     proportionately adjusted with respect to the holders of Rights exercisable
     for shares of the series of Preferred Stock that are not outstanding as
     if such distribution had been effected with respect to the shares of
     such series of Preferred Stock.

          (d) (i) Except as otherwise provided herein, for the purpose of any
     computation hereunder, the "current per share market price" of any security
     (a "Security" for the purpose of this Section 11(d)(i)) on any date shall
     be deemed to be the average of the daily closing prices per share of such
     Security for the 30 consecutive Trading Days (as such term is hereinafter
     defined) immediately prior to but not including such date; provided,
     however, that in the event that the current per share market price of the
     Security is determined during a period








<PAGE>


                                                                              24


     following the announcement by the issuer of such Security of (A) a dividend
     or distribution on such Security payable in shares of such Security or
     securities convertible into such shares, or (B) any subdivision,
     combination or reclassification of such Security, and prior to the
     expiration of 30 Trading Days after but not including 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 by the principal
     consolidated transaction reporting system with respect to securities listed
     or admitted to trading on the New York Stock Exchange or, if the Security
     is not listed or admitted to trading on the New York Stock Exchange, as
     reported in the principal consolidated transaction reporting system with
     respect to securities listed on the principal national securities exchange
     on which the Security is listed or admitted to trading or, if the Security
     is not listed or admitted to trading on any national securities exchange,
     the last quoted price or, if not so quoted, the average of the high bid and
     low asked prices in the over-the-counter market, as reported by the
     National Association of Securities Dealers, Inc. Automated Quotation System
     "NASDAQ" or such other system then in use, or, if on any such date the
     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 the Board of Directors of the Company.
     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, if either
          series of Preferred Stock is publicly traded, the "current per share
          market price" of such series of Preferred Stock shall be determined in
          accordance with the method set forth in Section 11(d)(i). If either
          series of Preferred Stock is not publicly traded but the corresponding
          class of Company Common Stock is publicly traded, the "current per
          share market price" of such series of Preferred Stock shall be
          conclusively deemed to be the current per share market price of the
          corresponding class of Company Common Stock as determined pursuant to
          Section 11(d)(i) multiplied by one thousand (appropriately adjusted to
          reflect any stock split, stock dividend or similar transaction
          occurring after the date hereof). If neither class of the Company
          Common Stock nor the corresponding series of Preferred Stock is
          publicly traded, "current per share market price" shall mean the fair
          value per share as determined in good faith by the Board of Directors
          of the Company, whose determination shall be described in a statement
          filed with the Rights Agent and which shall be conclusive for all
          purposes.








<PAGE>


                                                                              25


          (e) No adjustment in the applicable Purchase Price shall be required
     unless such adjustment would require an increase or decrease of at least 1%
     in the applicable 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 ten-thousandth of a share of the applicable series of
     Preferred Stock or share of the applicable class of Company Common Stock or
     other share or security as the case may be. Notwithstanding the first
     sentence of this Section 11(e), any adjustment required by this Section 11
     shall be made no later than the earlier of (i) three years from the date of
     the transaction which requires such adjustment or (ii) the date of the
     expiration of the right to exercise any of the affected Rights.

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

          (g) Rights originally issued by the Company subsequent to any
     adjustment made to the applicable Purchase Price hereunder shall evidence
     the right to purchase, at the adjusted Purchase Price, the number of one
     one-thousandths of a share of the applicable series of Preferred Stock
     purchasable from time to time hereunder upon exercise of such Right, 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 applicable Purchase Price as
     a result of the calculations made in Sections 11(b) and (c), each affected
     Right outstanding immediately prior to the making of such adjustment shall
     thereafter evidence the right to purchase, at the adjusted applicable
     Purchase Price, that number of one one-thousandths of a share of the
     applicable series of Preferred Stock (calculated to the nearest one ten-
     thousandth of a share of the applicable series of Preferred Stock) obtained
     by (i) multiplying (x) the number of one one-thousandths of a share covered
     by such Right immediately prior to such adjustment by (y) the applicable
     Purchase Price in effect immediately prior to such adjustment of such
     Purchase Price and (ii) dividing the product so obtained by the applicable
     Purchase Price in effect immediately after such adjustment of such Purchase
     Price.










<PAGE>


                                                                              26


              (i) The Company may elect on or after the date of any adjustment
         of the applicable Purchase Price to adjust the number of affected
         Rights, in substitution for any adjustment in the number of one
         one-thousandths of a share of the applicable series of Preferred Stock
         purchasable upon the exercise of such Right. Each of the affected
         Rights outstanding after such adjustment of the number of such Rights
         shall be exercisable for the number of one one-thousandths of a share
         of the applicable series of Preferred Stock for which such Right was
         exercisable immediately prior to such adjustment. Each of the affected
         Rights held of record prior to such adjustment of the number of such
         Rights shall become that number of Rights (calculated to the nearest
         one ten-thousandth) obtained by dividing the applicable Purchase Price
         in effect immediately prior to adjustment of the Purchase Price by the
         applicable Purchase Price in effect immediately after adjustment of
         such Purchase Price. The Company shall make a public announcement (with
         prompt notice thereof to the Rights Agent) 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 applicable Purchase Price
         is adjusted or any day thereafter, but, if the applicable Right
         Certificates have been issued, shall be at least 10 days later than the
         date of the public announcement. If the applicable Right Certificates
         have been issued, upon each adjustment of the number of Rights pursuant
         to this Section 11(i), the Company may, as promptly as practicable,
         cause to be distributed to holders of record of the applicable Right
         Certificates on such record date the applicable Right 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 applicable
         Right Certificates held by such holders prior to the date of
         adjustment, and upon surrender thereof, if required by the Company, new
         Right Certificates evidencing all the Rights to which such holders
         shall be entitled after such adjustment. Right Certificates so to be
         distributed shall be issued, executed and countersigned in the manner
         provided for herein and shall be registered in the names of the holders
         of record of the applicable Right Certificates on the record date
         specified in the public announcement.

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

              (k) Before taking any action that would cause an adjustment
         reducing the applicable Purchase Price below the then par value, if
         any, of the applicable series of Preferred Stock or other shares of
         capital stock issuable upon exercise of the Rights, the Company shall
         take any corporate action which may, in the opinion of










<PAGE>


                                                                              27


         its counsel, be necessary in order that the Company may validly and
         legally issue fully paid and nonassessable shares of the applicable
         series of Preferred Stock or other such shares at such adjusted
         Purchase Price.

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

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

              (n) Anything in this Agreement to the contrary notwithstanding, in
         the event that at any time after the date of this Agreement and prior
         to the Distribution Date, the Company shall (i) declare or pay any
         dividend on either class of shares of Company Common Stock payable in
         shares of such class of Company Common Stock or (ii) effect a
         subdivision, combination or consolidation of either class of Company
         Common Stock (by reclassification or otherwise other than by payment of
         a dividend payable in Company Common Stock) into a greater or lesser
         number of shares of the applicable class of Company Common Stock, then
         in any such case, the number of Rights associated with each share of
         the applicable class of Company Common Stock then outstanding, or
         issued or delivered thereafter, shall be proportionately adjusted so
         that the number of Rights thereafter associated with each share of the
         applicable class of Company Common Stock following any such event shall
         equal the result obtained by (A) in the case of the Class A Rights,
         multiplying the number of Class A Rights associated with each share of
         Common Stock immediately prior to











<PAGE>


                                                                              28

         such event by a fraction the numerator of which shall be the total
         number of shares of Common Stock outstanding immediately prior to the
         occurrence of the event and the denominator of which shall be the
         total number of shares of Common Stock outstanding immediately
         following the occurrence of such event and (B) in the case of the
         Class B Rights, multiplying the number of Class B Rights associated
         with each share of Class B Common Stock immediately prior to such
         event by a fraction the numerator of which shall be the total number
         of shares of Class B Common Stock outstanding immediately prior to the
         occurrence of the event and the denominator of which shall be the
         total number of shares of Class B Common Stock outstanding immediately
         following the occurrence of such event. The adjustments provided for
         in this Section 11(n) shall be made successively to either class of
         Company Common Stock (but without duplication) whenever such a
         dividend is declared or paid or such subdivision, combination or
         consolidation is effected on such class of Company Common Stock.

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

              Section 12. Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts and computations accounting for
such adjustment, (b) file with the Rights Agent and with each transfer agent for
the applicable class of Company Common Stock or the applicable series of
Preferred Stock a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate, as applicable, in accordance with
Section 25 hereof (if so required under Section 25 hereof). The Rights Agent
shall be fully protected in relying on any such certificate and on any
adjustment therein contained.

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

              (a) In the event, directly or indirectly, at any time after any
         Person has become an Acquiring Person, (i) the Company shall
         consolidate with or merge with and into any other Person, (ii) any
         Person shall merge with and into the Company and the Company shall be
         the surviving corporation of such merger and, in connection with such
         merger, all or part of either one or both of the classes of Company
         Common Stock shall be changed into or exchanged for stock or other
         securities of any other Person (or of the Company) or cash or any other
         property, or (iii) the Company shall sell or otherwise transfer (or one
         or more of its Subsidiaries shall sell or otherwise transfer), in one
         or more transactions, assets or earning power aggregating 50% or more
         of the assets or earning power of the Company and its Subsidiaries
         (taken as a whole) to any other Person (other than











<PAGE>


                                                                              29


         the Company or one or more of its wholly-owned Subsidiaries), then
         upon the first occurrence of such event, proper provision shall be
         made so that: (A) each holder of record of a Right (other than Rights
         which have become null and void pursuant to Section 11(a)(ii)) shall
         thereafter have the right to receive, upon the exercise thereof at a
         price equal to the then current applicable Purchase Price multiplied
         by the number of one one-thousandths of a share of the applicable
         series of Preferred Stock for which such Right was exercisable
         (whether or not such Right was then exercisable) immediately prior to
         the time that any Person first became an Acquiring Person (each as
         subsequently adjusted pursuant to Sections 11(a)(i), 11(b), 11(c),
         11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this
         Agreement and in lieu of shares of the applicable series of Preferred
         Stock or the applicable class Company Common Stock of the Company,
         such number of validly issued, fully paid and non-assessable and
         freely tradable shares of Common Stock of the Principal Party (as
         defined herein) not subject to any liens, encumbrances, rights of
         first refusal or other adverse claims, as shall be equal to the result
         obtained by (1) multiplying the then current applicable Purchase Price
         by the number of one one-thousandths of a share of the applicable
         series of Preferred Stock for which such Right was exercisable
         immediately prior to the time that any Person first became an
         Acquiring Person (as subsequently adjusted thereafter pursuant to
         Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and
         (2) dividing that product by 50% of the then current per share market
         price of the Common Stock of such Principal Party (determined pursuant
         to Section 11(d)(i) hereof) on the date of consummation of such
         consolidation, merger, sale or transfer; provided, that the applicable
         Purchase Price (as theretofore adjusted pursuant to Sections 11(a)(i),
         11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and the number of shares
         of Common Stock of such Principal Party issuable upon exercise of each
         Right shall be further adjusted as provided in Section 11(f) of this
         Agreement to reflect any events occurring in respect of such Principal
         Party after the date of such consolidation, merger, sale or transfer;
         (B) such Principal Party shall thereafter be liable for, and shall
         assume, by virtue of such consolidation, merger, sale or transfer, all
         the obligations and duties of the Company pursuant to this Agreement;
         (C) the term "Company" shall thereafter be deemed to refer to such
         Principal Party; and (D) such Principal Party shall take such steps
         (including, but not limited to, the reservation of a sufficient number
         of its shares of Common Stock in accordance with Section 9 hereof) in
         connection with such consummation of any such transaction as may be
         necessary to assure that the provisions hereof shall thereafter be
         applicable, as nearly as reasonably may be, in relation to the shares
         of its Common Stock thereafter deliverable upon the exercise of the
         Rights; provided, that, upon the subsequent occurrence of any
         consolidation, merger, sale or transfer of assets or other
         extraordinary transaction in respect of such Principal Party, each
         holder of a Right shall thereupon be entitled to receive, upon
         exercise of such Right and payment of the applicable Purchase Price as
         provided in this Section 13(a), such cash, shares, rights, warrants
         and other property which such holder would have been entitled to
         receive had such holder, at the time of such transaction, owned the
         Common Stock of the Principal Party receivable upon the exercise of
         such Right pursuant










<PAGE>


                                                                              30

         to this Section 13(a), and such Principal Party shall take such steps
         (including, but not limited to, reservation of shares of stock) as may
         be necessary to permit the subsequent exercise of the Rights in
         accordance with the terms hereof for such cash, shares, rights,
         warrants and other property.

              (b) "Principal Party" shall mean

                   (i) in the case of any transaction described in clauses (i)
              or (ii) of the first sentence of Section 13(a) hereof: (A) the
              Person that is the issuer of the securities into which the shares
              of either one or both of the classes of Company Common Stock are
              converted in such merger or consolidation, or, if there is more
              than one such issuer, the issuer the shares of Common Stock of
              which have the greatest aggregate market value of shares
              outstanding, or (B) if no securities are so issued, (x) the Person
              that is the other party to the merger, if such Person survives
              said merger, or, if there is more than one such Person, the Person
              the shares of Common Stock of which have the greatest aggregate
              market value of shares outstanding or (y) if the Person that is
              the other party to the merger does not survive the merger, the
              Person that does survive the merger (including the Company if it
              survives) or (z) the Person resulting from the consolidation; and

                   (ii) in the case of any transaction described in clause (iii)
              of the first sentence in Section 13(a) hereof, the Person that is
              the party receiving the greatest 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 so transferred or if the Person receiving the greatest
              portion of the assets or earning power cannot be determined,
              whichever of such Persons as is the issuer of Common Stock having
              the greatest aggregate market value of shares outstanding;

provided, however, that in any such case described in the foregoing clause
(b)(i) or (b)(ii), if the Common Stock of such Person is not at such time or has
not been continuously over the preceding 12-month period registered under
Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, the term "Principal Party" shall refer to such other Person, or (2)
if such Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stock of all of which is and has been so registered, the term
"Principal Party" shall refer to whichever of such Persons is the issuer of
Common Stock having the greatest aggregate market value of shares outstanding,
or (3) if such Person is owned, directly or indirectly, by a joint venture
formed by two or more Persons that are not owned, directly or indirectly, by the
same Person, the rules set forth in clauses (1) and (2) above shall apply to
each of the owners having an interest in the venture as if the Person owned by
the joint venture was a Subsidiary of both or all of such joint venturers, and
the Principal Party in each such case










<PAGE>


                                                                              31


shall bear the obligations set forth in this Section 13 in the same ratio as its
interest in such Person bears to the total of such interests.

              (c) The Company shall not consummate any consolidation, merger,
         sale or transfer referred to in Section 13(a) hereof unless prior
         thereto the Company and the Principal Party involved therein shall have
         executed and delivered to the Rights Agent an agreement confirming that
         the requirements of Sections 13(a) and (b) hereof shall promptly be
         performed in accordance with their terms and that such consolidation,
         merger, sale or transfer of assets shall not result in a default by the
         Principal Party under this Agreement as the same shall have been
         assumed by the Principal Party pursuant to Sections 13(a) and (b)
         hereof and providing that, as soon as practicable after executing such
         agreement pursuant to this Section 13, the Principal Party will:

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

                   (ii) use its best efforts, if the Common Stock of the
              Principal Party shall be listed or admitted to trading on the New
              York Stock Exchange or on another national securities exchange, to
              list or admit to trading (or continue the listing of) the Rights
              and the securities purchasable upon exercise of the Rights on the
              New York Stock Exchange or such securities exchange, or, if the
              Common Stock of the Principal Party shall not be listed or
              admitted to trading on the New York Stock Exchange or a national
              securities exchange, to cause the Rights and the securities
              receivable upon exercise of the Rights to be reported by such
              other system then in use;

                   (iii) deliver to holders of the Rights historical financial
              statements for the Principal Party which comply in all respects
              with the requirements for registration on Form 10 (or any
              successor form) under the Exchange Act; and

                   (iv) obtain waivers of any rights of first refusal or
              preemptive rights in respect of the Common Stock of the Principal
              Party subject to purchase upon exercise of outstanding Rights.

              (d) In case the Principal Party has provision in any of its
         authorized securities or in its certificate of incorporation or by-laws
         or other instrument governing its corporate affairs, which provision
         would have the effect of (i) causing such Principal Party to issue
         (other than to holders of Rights pursuant to









<PAGE>


                                                                              32


         this Section 13), 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 thereof (determined pursuant to Section 11(d)
         hereof) or securities exercisable for, or convertible into, Common
         Stock of such Principal Party at less than such then current market
         price, or (ii) providing for any special payment, tax or similar
         provision in connection with the issuance of the Common Stock of such
         Principal Party pursuant to the provisions of Section 13, then, in
         such event, the Company hereby agrees with each holder of Rights that
         it 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 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 Company covenants and agrees that it shall not, at any
         time after a Person first becomes an Acquiring Person, enter into any
         transaction of the type contemplated by clauses (i), (ii) or (iii) of
         Section 13(a) hereof if (x) at the time of or immediately after such
         consolidation, merger, sale, transfer or other transaction 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, (y) prior
         to, simultaneously with or immediately after such consolidation,
         merger, sale, transfer of other transaction, the stockholders of the
         Person who constitutes, or would constitute, the Principal Party for
         purposes of Section 13(a) hereof shall have received a distribution of
         Rights previously owned by such Person or any of its Affiliates or
         Associates or (z) the form or nature of organization of the Principal
         Party would preclude or limit the exercisability of the Rights.

              Section 14. Fractional Rights and Fractional Shares.

              (a) The Company shall not be required to issue fractions of Rights
         or to distribute Right Certificates which evidence fractional Rights.
         In lieu of such fractional Rights, there shall be paid to the
         registered holders of the Right Certificates with regard to which such
         fractional Rights would otherwise be issuable, an amount in cash equal
         to the same fraction of the current market value of a whole such Right.
         For the purposes of this Section 14(a), the current market value of a
         whole Right shall be the closing price of such 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 New York Stock Exchange or, if such Rights
         are not listed or admitted to trading on the New York Stock Exchange,
         as reported









<PAGE>


                                                                              33


         in the principal consolidated transaction reporting system with
         respect to securities listed on the principal national securities
         exchange on which such Rights are listed or admitted to trading or, if
         such 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 such 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 such Rights selected by
         the Board of Directors of the Company. If on any such date no such
         market maker is making a market in such Rights, the fair value of such
         Rights on such date as determined in good faith by the Board of
         Directors of the Company shall be used.

              (b) The Company shall not be required to issue fractions of either
         series of Preferred Stock (other than fractions which are integral
         multiples of one one-thousandth of a share of such series of Preferred
         Stock) upon exercise of the Rights or to distribute certificates which
         evidence fractional shares of either series of Preferred Stock (other
         than fractions which are integral multiples of one one-thousandth of a
         share of such series of Preferred Stock). Interests in fractions of
         either series of Preferred Stock in integral multiples of one
         one-thousandth of a share of such series Preferred Stock may, at the
         election of the Company, be evidenced by depositary receipts, pursuant
         to an appropriate agreement between the Company and a depositary
         selected by it; provided, that such agreement shall provide that the
         holders of such depositary receipts shall have all the rights,
         privileges and preferences to which they are entitled as beneficial
         owners of the series of Preferred Stock represented by such depositary
         receipts. In lieu of fractional shares of either series of Preferred
         Stock that are not integral multiples of one one-thousandth of a share
         of such series of Preferred Stock, the Company shall pay to the
         registered holders of the applicable Right Certificates at the time
         such Rights are exercised as herein provided an amount in cash equal to
         the same fraction of the current market value of one share of the
         applicable series of Preferred Stock. For the purposes of this Section
         14(b), the current market value of a share of the applicable series of
         Preferred Stock shall be the closing price of a share of the applicable
         series of Preferred Stock (as determined pursuant to Section 11(d)(i)
         hereof) for the Trading Day immediately prior to the date of such
         exercise.

              (c) The holder of a Right by the acceptance of the Right expressly
         waives his 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 expressly given to the Rights
Agent hereunder, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Company Common Stock); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the










<PAGE>


                                                                              34


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

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

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

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

              (c) the Company and the Rights Agent may deem and treat the Person
         in whose name the Right Certificate (or, prior to the Distribution
         Date, the Company Common Stock certificate or Ownership Statement) is
         registered as the absolute owner thereof and of the Rights evidenced
         thereby (notwithstanding any notations of ownership or writing on the
         Right Certificates or the Company Common Stock certificate or Ownership
         Statement made by anyone other than the Company or the Rights Agent)
         for all purposes whatsoever, and neither the Company nor the Rights
         Agent shall be affected by any notice to the contrary.

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









<PAGE>


                                                                              35


              Section 18. Concerning the Rights Agent.

              (a) The Company agrees to pay to the Rights Agent reasonable
         compensation for all services rendered by it hereunder and, from time
         to time, on demand of the Rights Agent, its reasonable expenses and
         counsel fees and other disbursements incurred in the preparation,
         delivery, amendment, administration or 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, damage, judgment, fine, penalty, claim,
         demand, settlement, cost or expense, incurred without gross negligence,
         bad faith or willful misconduct (as finally determined by a court of
         competent jurisdiction) on the part of the Rights Agent, for any action
         taken, suffered or omitted by the Rights Agent in connection with the
         acceptance and administration of this Agreement, including the costs
         and expenses of defending against any claim of liability arising
         therefrom, directly or indirectly. The indemnity provided herein shall
         survive the termination of this Agreement, the resignation or removal
         of the Rights Agent, and the termination and the expiration of the
         Rights. The costs and expenses incurred in enforcing this right of
         indemnification shall be paid by the Company. Anything to the contrary
         notwithstanding, in no event shall the Rights Agent be liable for
         special, punitive, indirect, consequential or incidental loss or damage
         of any kind whatsoever (including but not limited to lost profits),
         even if the Rights Agent has been advised of the likelihood of such
         loss or damage.

              (b) The Rights Agent shall be authorized to rely on, 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 acceptance and
         administration of this Agreement in reliance upon any Right Certificate
         or certificate for either series of Preferred Stock or either class of
         Company Common Stock or for other securities of the Company, instrument
         of assignment or transfer, power of attorney, endorsement, affidavit,
         letter, notice, direction, consent, certificate, statement, or other
         paper or document believed by it to be genuine and to be signed,
         executed and, where necessary, verified or acknowledged, by the proper
         Person or Persons, or otherwise upon the advice or opinion of counsel
         as set forth in Section 20 hereof.

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

              (a) Any Person into which the Rights Agent or any successor Rights
         Agent may be merged or with which it may be consolidated, or any Person
         resulting from any merger or consolidation to which the Rights Agent or
         any successor Rights Agent shall be a party, or any Person succeeding
         to the stockholder services business of the Rights Agent or any
         successor Rights Agent, shall be the successor to the Rights Agent
         under this Agreement without the execution or filing of any paper or
         any further act on the part of any of the parties hereto; provided,
         that such Person would be eligible for appointment as a successor
         Rights Agent under the provisions of Section 21 hereof. In case at the










<PAGE>


                                                                              36


         time such successor Rights Agent shall succeed to the agency created by
         this Agreement, any of the Right Certificates shall have been
         countersigned but not delivered, any such successor Rights Agent may
         adopt the countersignature of the predecessor Rights Agent and deliver
         such Right Certificates so countersigned; and in case at that time any
         of the Right Certificates shall not have been countersigned, any
         successor Rights Agent may countersign such Right Certificates either
         in the name of the predecessor Rights Agent or in the name of the
         successor Rights Agent; and in all such cases such Right Certificates
         shall have the full force provided in the Right Certificates and in
         this Agreement.

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

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

              (a) The Rights Agent may consult with legal counsel (who may be
         legal counsel for the Company), and the advice or opinion of such
         counsel shall be full and complete authorization and protection to the
         Rights Agent and the Rights Agent shall incur no liability 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 performance of its duties under this Agreement
         the Rights Agent shall deem it necessary or desirable that any fact or
         matter be proved or established by the Company prior to taking or
         suffering any action hereunder, such fact or matter (unless other
         evidence in respect thereof be herein specifically prescribed) may be
         deemed to be conclusively proved and established by a certificate
         signed by any one of the Chairman of the Board of Directors, the Vice
         President-Finance or the Secretary of the Company and delivered to the
         Rights Agent; and such certificate shall be full authorization and
         protection 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, bad faith or
         willful misconduct as finally determined by a court of competent
         jurisdiction.

              (d) The Rights Agent shall not be liable for or by reason of any
         of the statements of fact or recitals contained in this Agreement or in
         the Right











<PAGE>


                                                                              37


         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 validity of this Agreement or the
         execution and delivery hereof (except the due execution hereof by the
         Rights Agent) or in respect of the validity or execution of any Right
         Certificate (except its countersignature thereof); 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 Right Certificate; nor
         shall it be liable or 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
         Sections 3, 11, 13, 23 and 24, or the ascertaining of the existence of
         facts that would require any such change or adjustment (except with
         respect to the exercise of Rights evidenced by Right Certificates after
         receipt of a certificate furnished pursuant to Section 12, describing
         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 shares of either series of Preferred Stock or other
         securities to be issued pursuant to this Agreement or any Right
         Certificate or as to whether any shares of either series of Preferred
         Stock or other securities 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 performance of its duties hereunder
         from any person reasonably believed by the Rights Agent to be one of
         the Chairman of the Board of Directors, the Vice President-Finance or
         the Secretary of the Company, and to apply to such officers for advice
         or instructions in connection with its duties, and it shall not be
         liable for any action taken, suffered or omitted by it in good faith in
         accordance with instructions 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 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, 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 Business Days after
         the date any officer of the Company actually receives such application,
         unless any such officer shall have consented in writing to an earlier
         date) unless, prior to taking










<PAGE>


                                                                              38



         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, affiliate, 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 Person or 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 it 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 or transfer, the certificate contained in the
         form of assignment or the form of election to purchase set forth on the
         reverse thereof, as the case may be, has not been completed to certify
         the holder is not an Acquiring Person (or an Affiliate or Associate
         thereof), a Rights Agent shall not take any further action with respect
         to such requested exercise or transfer without first consulting with
         the Company.

              Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of each class of Company Common Stock or each series of Preferred
Stock by registered or certified mail, and, following the Distribution Date, to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of each class of Company Common Stock or each
series of Preferred Stock by registered or certified mail, and, following the
Distribution Date, to the holders of the Right 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










<PAGE>


                                                                              39


make such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (a) a Person organized and doing business under the laws
of the United States or any State thereof, which is authorized under such laws
to perform stockholder services and is subject to supervision or examination by
federal or state authority and which at the time of its appointment as Rights
Agent has, or is an affiliate of a corporation that has, 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
each class of Company Common Stock or each series of Preferred Stock, and,
following the Distribution Date, mail a notice thereof in writing to the
registered holders of the Right 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 Right Certificates. Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the applicable Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale of either class of Company Common Stock
following the Distribution Date and prior to the earlier of the Redemption Date
and the Final Expiration Date, the Company may with respect to shares of either
class of Company Common Stock so issued or sold pursuant to (i) the exercise of
stock options, (ii) under any employee plan or arrangement, (iii) upon the
exercise, conversion or exchange of securities notes or debentures issued by the
Company or (iv) a contractual obligation of the Company in each case existing
prior to the Distribution Date, issue Right Certificates representing the
appropriate number of the applicable Rights in connection with such issuance
or sale.

              Section 23. Redemption.

              (a) The Board of Directors of the Company may, at any time prior
         to such time as any Person becomes an Acquiring Person, redeem all but
         not less than all of the then outstanding Rights at a redemption price
         of $.01 per Right, appropriately adjusted to reflect any stock split,
         stock dividend or similar










<PAGE>


                                                                              40



         transaction occurring after the date hereof (the redemption price
         being hereinafter referred to as the "Redemption Price"). The
         redemption of the Rights may be made effective at such time, on such
         basis and with such conditions as the Board of Directors in its sole
         discretion may establish. The Redemption Price shall be payable at the
         option of the Company, in cash, shares of Common Stock, or such other
         form of consideration as the Board of Directors shall determine.

              (b) Immediately upon the action of the Board of Directors ordering
         the redemption of the Rights pursuant to paragraph (a) of this Section
         23 (or at such later time as the Board of Directors may establish for
         the effectiveness of such redemption), 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 and prompt notice thereof to the Rights
         Agent; 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 ordering the
         redemption of the Rights (or such later time as the Board of Directors
         may establish for the effectiveness of such redemption), the Company
         shall mail a notice of redemption to all the holders of the then
         outstanding Rights at their last addresses as they appear upon the
         registry books of the Rights Agent or, prior to the Distribution Date,
         on the registry books of the transfer agent for the Company 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 shall state the method by which the payment
         of the Redemption Price will be made.

              Section 24. Exchange.

              (a) The Board of Directors of the Company may, at its option, at
         any time after any Person becomes an Acquiring Person, exchange all or
         part of the then outstanding and exercisable Rights (which shall not
         include Rights that have become null and void pursuant to the
         provisions of Section 11(a)(ii) hereof) for shares of the applicable
         class of Company Common Stock at an exchange ratio of one share of
         Common Stock (or one one-thousandth of a share of Series A Preferred
         Stock) per Class A Right and one share of Class B Common Stock (or one
         one-thousandth of a share of Series B Preferred Stock) per Class B
         Right, appropriately adjusted to reflect any stock split, stock
         dividend or similar transaction occurring with respect to the
         applicable class of Company Common Stock after the date hereof (such
         exchange ratios being hereinafter referred to collectively or
         severally, as the context shall require, as the "Exchange Ratio").
         Notwithstanding the foregoing, the Board of Directors shall not be
         empowered to effect such exchange at any time after an Acquiring Person
         shall have become the Beneficial Owner of (1) shares of Class B Common
         Stock aggregating 50% or more of the shares of Class B Common Stock
         then outstanding or (2) shares of Company Common Stock representing, in
         the aggregate, 50% or more of the total number of votes entitled to be
         cast generally (other than in an election of










<PAGE>


                                                                              41



         directors) by the holders of the Company Common Stock then outstanding.
         From and after the occurrence of an event specified in Section 13(a)
         hereof, any Rights that theretofore have not been exchanged pursuant to
         this Section 24(a) shall thereafter be exercisable only in accordance
         with Section 13 and may not be exchanged pursuant to this Section
         24(a). The exchange 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 in its sole discretion may establish.

              (b) Immediately upon the effectiveness of the action of the Board
         of Directors of the Company ordering the exchange of any Rights
         pursuant to paragraph (a) of this Section 24 and without any further
         action and without any notice, the right to exercise such Rights shall
         terminate and the only right thereafter of a holder of such Rights
         shall be to receive that number of shares of the applicable class of
         Company Common Stock equal to the number of such Rights held by such
         holder multiplied by the applicable Exchange Ratio. The Company shall
         promptly give public notice of any such exchange, with prompt notice
         thereof to the Rights Agent; provided, however, that the failure to
         give, or any defect in, such notice shall not affect the validity of
         such exchange. The Company shall promptly mail a notice of any such
         exchange to all of the holders of the Rights so exchanged at their last
         addresses as they appear upon the registry books of the Rights Agent.
         Any notice which is mailed in the manner herein provided shall be
         deemed given, whether or not the holder receives the notice. Each such
         notice of exchange will state the method by which the exchange of the
         shares of the applicable class of Company Common Stock for Rights will
         be effected and, in the event of any partial exchange, the number of
         Rights which will be exchanged. Any partial exchange of (a) Class A
         Rights shall be effected pro rata based on the number of Class A Rights
         (other than Class A Rights which have become void pursuant to the
         provisions of Section 11(a)(ii) hereof) held by each holder of Class A
         Rights and (b) Class B Rights shall be effected pro rata based on the
         number of Class B Rights (other than Class B Rights which have become
         void pursuant to the provisions of Section 11(a)(ii) hereof) held by
         each holder of Class B Rights.

              (c) The Company may at its option substitute, and, in the event
         that there shall not be sufficient shares of Common Stock or Class B
         Common Stock, as the case may be, issued but not outstanding or
         authorized but unissued to permit any exchange of Class A Rights or
         Class B Rights, as the case may be, for Common Stock or Class B Common
         Stock as contemplated in accordance with this Section 24, the Company
         shall substitute, to the extent of such insufficiency, for each share
         of Common Stock or Class B Common Stock that would otherwise be
         issuable upon exchange of a Class A Right or Class B Right, a number of
         shares of Series A Preferred Stock or Series B Preferred Stock,
         respectively, or fractions thereof (or equivalent preferred shares as
         such term is defined in Section 11(b)) having an aggregate current per
         share market price (determined pursuant to Section 11(d) hereof) equal
         to the current per share market price of one share of Common Stock
         or Class B Common Stock (determined pursuant to Section 11(d)









<PAGE>


                                                                              42



         hereof), as the case may be, as of the date of issuance of such
         shares of Series A Preferred Stock or Series B Preferred Stock, as the
         case may be, or fractions thereof (or equivalent preferred shares).

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

              Section 25. Notice of Certain Events.

              (a) In case the Company shall at any time after the earlier of the
         Distribution Date or the Stock Acquisition Date propose (i) to pay any
         dividend payable in stock of any class to the holders of either series
         of its Preferred Stock or to make any other distribution to the holders
         of either series of its Preferred Stock (other than a regular quarterly
         cash dividend), (ii) to offer to the holders of either series of its
         Preferred Stock rights or warrants to subscribe for or to purchase any
         additional shares of either series of Preferred Stock or shares of
         stock of any class or any other securities, rights or options, (iii) to
         effect any reclassification of either series of its Preferred Stock
         (other than a reclassification involving only the subdivision of an
         outstanding series of Preferred Stock), (iv) to effect the liquidation,
         dissolution or winding up of the Company, (v) to effect any
         consolidation or merger into or with, or to effect any sale or other
         transfer (or to permit one or more of its Subsidiaries to effect any
         sale or other transfer) in one or more transactions of 50% or more of
         the assets or earning power of the Company and its Subsidiaries (taken
         as a whole) to any other Person or (vi) to declare or pay any dividend
         on either class of Company Common Stock payable in either class of
         Company Common Stock or to effect a subdivision, combination or
         consolidation of either class of Company Common Stock (by
         reclassification or otherwise than by payment of dividends in Company
         Common Stock), then, in each such case, the Company shall give to each
         holder of a Right Certificate and to the Rights Agent, each 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 liquidation, dissolution or winding up is to take place and the
         date of participation therein by the holders of such class and/or
         series of the Company Common Stock









<PAGE>


                                                                              43


         and/or 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 10 days prior to the record date for
         determining holders of the applicable series of Preferred Stock for
         purposes of such action, and in the case of any such other action, at
         least 10 days prior to the date of the taking of such proposed action
         or the date of participation therein by the holders of such class
         and/or series of Company Common Stock and/or Preferred Stock,
         whichever shall be the earlier.

              (b) In case any event described in Section 11(a)(ii) or Section 13
         shall occur then the Company shall as soon as practicable thereafter
         give to each holder of a Right Certificate (or if occurring prior to
         the Distribution Date, the holders of the applicable class of Company
         Common Stock) 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) and Section 13 hereof.

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

              Curtiss-Wright Corporation
              1200 Wall Street
              Lyndhurst, NJ  07071
              Attention: 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
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

              Mellon Investor Services LLC
              44 Wall Street
              6th Floor
              New York, NY  10005
              Attention: Regina Brown

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

              Section 27. Supplements and Amendments. Except as provided in the
penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the Rights
Agent shall if the









<PAGE>


                                                                              44


Company so directs, supplement or amend any provision of this Agreement in any
respect without the approval of any holders of the Rights. At any time when the
Rights are no longer redeemable, except as provided in the penultimate sentence
of this Section 27, the Company may, and the Rights Agent shall, if the Company
so directs, supplement or amend this Agreement without the approval of any
holders of Rights; provided, that no such supplement or amendment may (a)
adversely affect the interests of the holders of Rights as such (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) cause
the Rights again to become redeemable or (c) cause the Agreement again to become
amendable other than in accordance with this sentence. Notwithstanding anything
contained in this Agreement to the contrary, no supplement or amendment shall be
made which changes the Redemption Price. Upon the delivery of a certificate from
an appropriate officer of the Company which states that the supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment, provided that any supplement or
amendment that does not change or affect the rights, duties, liabilities or
obligations of the Rights Agent shall become effective immediately upon
execution by the Company, whether or not also executed by the Rights Agent.

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

              Section 29. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Company 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 Right Certificates (and, prior to the Distribution Date, the
Company Common Stock).

              Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement or applicable to this Agreement is held by a court
of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

              Section 31. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of 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; provided, however, that
all provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within
such State.

              Section 32. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to









<PAGE>


                                                                              45



be an original, and all such counterparts shall together constitute but one
and the same instrument.

              Section 33. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

              Section 34. Administration. The Board of Directors of the Company
shall have the exclusive power and authority to administer and interpret the
provisions of 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, without limitation, a determination
to redeem or not redeem the Rights or to amend or not amend this Agreement). All
such actions, calculations, determinations and interpretations which are done or
made by the Board of Directors in good faith shall be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties. The Rights Agent is entitled to always assume the Board of
Directors acted in good faith and shall be fully protected and incur no
liability in reliance thereon.



              [The remainder of this page intentionally left blank]










<PAGE>


                                                                              46


         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.

                             CURTISS-WRIGHT CORPORATION

                             By: /s/ Martin R. Benante
                             -----------------------------
                             Name: Martin R. Benante
                             Title: Chairman and Chief Executive Officer


                             MELLON INVESTOR SERVICES LLC

                             By: /s/ Regina Brown
                             -----------------------------
                             Name: Regina Brown
                             Title: Vice President










<PAGE>

                                                                     Exhibit A-1

                                      FORM

                                       OF

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                     SERIES A PARTICIPATING PREFERRED STOCK

                                       OF

                           CURTISS-WRIGHT CORPORATION

                         (Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware)

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

         Curtiss-Wright Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (hereinafter called the
"Company"), hereby certifies that the following resolution was duly adopted by
the Board of Directors of the Company as required by Section 151 of the General
Corporation Law of the State of Delaware at a meeting duly called and held on
November 20, 2001:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company (hereinafter called the "Board of Directors"
or the "Board") in accordance with the provisions of the Company's Restated
Certificate of Incorporation (hereinafter called the "Certificate of
Incorporation"), the Board of Directors, hereby creates a series of Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of the Company and
hereby states the designation and number of shares, and fixes the relative
rights, powers and preferences thereof, and the limitations thereof, as follows:

              (A) 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 100,000. Such number of shares may be
         increased or decreased by resolution of the Board of Directors;
         provided, that no decrease shall reduce the number of shares of Series
         A 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 Company
         convertible into Series A Preferred Stock.










<PAGE>


                                                                               2


                 (B) Dividends and Distributions.

                   (1) Subject to the rights of the holders of any shares of any
              series of Preferred Stock of the Company ranking prior and
              superior to the Series A Preferred Stock with respect to
              dividends, the holders of shares of Series A Preferred Stock, in
              preference to the holders of Common Stock, par value $1 per share,
              of the Company (the "Common Stock") and Class B Common Stock, par
              value $1 per share, of the Company (the "Class B Common Stock"
              and, together with the Common Stock, the "Company Common Stock"),
              and of any other stock of the Company ranking junior to the Series
              A Preferred Stock with respect to dividends, shall be entitled to
              receive, when, as and if declared by the Board of Directors out of
              funds legally available for such purpose, quarterly dividends
              payable in cash on the last day of March, June, September and
              December in each year (each such date being referred to herein as
              a "Dividend Payment Date"), commencing on the first 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 the greater of (a) $1 or (b) subject
              to the provision for adjustment hereinafter set forth, 1,000 times
              the aggregate per share amount of all cash dividends, and 1,000
              times the aggregate per share amount (payable in kind) of all
              non-cash dividends or other distributions other than a dividend
              payable in shares of Common Stock, declared on the Common Stock
              since the immediately preceding Dividend Payment Date or, with
              respect to the first Dividend Payment Date, since the first
              issuance of any share or fraction of a share of Series A Preferred
              Stock. In the event the Company shall at any time after the
              effective time of the merger effected pursuant to the Second
              Amended and Restated Agreement and Plan of Merger, dated as of
              November 6, 2000, as first amended and restated as of January 11,
              2001 and as further amended and restated as of August 17, 2001,
              among the Company, Unitrin, Inc., a Delaware corporation, and CW
              Disposition Company, a Delaware corporation (the "Effective
              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










<PAGE>


                                                                               3



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

                   (2) The Company shall declare a dividend or distribution on
              the Series A Preferred Stock as provided in paragraph (1) of this
              Section (B) immediately after it declares a dividend or
              distribution on the Common Stock (other than a dividend payable in
              shares of Common Stock); provided, that, in the event no dividend
              or distribution shall have been declared on the Common Stock
              during the period between any Dividend Payment Date and the next
              subsequent Dividend Payment Date, a dividend of $1 per share on
              the Series A Preferred Stock shall nevertheless be payable, when,
              as and if declared, on such subsequent Dividend Payment Date.

                   (3) Dividends shall begin to accrue and be cumulative,
              whether or not earned or declared, on outstanding shares of Series
              A Preferred Stock from the Dividend Payment Date next preceding
              the date of issue of such shares, unless the date of issue of such
              shares is prior to the record date for the first Dividend Payment
              Date, in which case dividends on such shares shall begin to accrue
              from the date of issue of such shares, or unless the date of issue
              is a 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 Dividend
              Payment Date, in either of which events such dividends shall begin
              to accrue and be cumulative from such 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.

                (C) Voting Rights. The holders of shares of Series A Preferred
         Stock shall have the following voting rights:


                   (1) Subject to the provision for adjustment hereinafter set
              forth and except as otherwise provided in the Certificate of
              Incorporation or as required by law, each whole share of Series A
              Preferred Stock shall entitle the holder thereof to a number of
              votes equal to 1,000 times the number of votes which each share of
              the










<PAGE>


                                                                               4


              Common Stock is entitled to vote. In the event the Company shall
              at any time after the Effective 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 of votes to which holders of shares of Series A
              Preferred Stock were entitled immediately prior to such event
              under 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.

                   (2) Except as otherwise provided herein, in the Certificate
              of Incorporation or in any other Certificate of Designations
              creating a series of Preferred Stock or any similar stock, and
              except as otherwise required 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 Company having general voting
              rights shall vote together as one class on all matters submitted
              to a vote of stockholders of the Company.

                   (3) 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.

                 (D) Certain Restrictions.

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

              (i) declare or pay dividends, or make any other distributions, on
              any shares of stock ranking junior (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 (as to dividends or
              upon










<PAGE>


                                                                               5



              liquidation, dissolution or winding up) with the Series A
              Preferred Stock, except dividends paid ratably on the 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 Company may at any time
              redeem, purchase or otherwise acquire shares of any such junior
              stock in exchange for shares of any stock of the Company ranking
              junior (as to dividends and upon dissolution, liquidation or
              winding up) to the Series A Preferred Stock or rights, warrants
              or options to acquire such junior stock;

              (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 (either as to dividends or upon liquidation,
              dissolution or winding up) 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.

                   (2) The Company shall not permit any subsidiary of the
              Company to purchase or otherwise acquire for consideration any
              shares of stock of the Company unless the Company could, under
              paragraph (1) of this Section (D), purchase or otherwise acquire
              such shares at such time and in such manner.

                 (E) Reacquired Shares. Any shares of Series A Preferred Stock
         purchased or otherwise acquired by the Company in any manner whatsoever
         shall be retired and cancelled promptly after the acquisition thereof.

                 (F) Liquidation, Dissolution or Winding Up. Upon any
         liquidation, dissolution or winding up of the Company, no distribution
         shall be made (1) to the holders of the Company Common Stock or of
         shares of any other stock of the Company ranking junior, 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 an amount equal to the greater of (i) $1,000
         per share, plus an amount equal to accrued and unpaid dividends and
         distributions thereon,











<PAGE>


                                                                               6



         whether or not earned or declared, to the date of such payment
         and (ii) an aggregate amount per share, subject to the provision for
         adjustment hereinafter set forth, equal to 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
         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 Company shall
         at any time after the Effective 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.

                  (G) Consolidation, Merger, etc. In case the Company shall
         enter into any consolidation, merger, combination or other transaction
         in which the shares of Common Stock are converted into, 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 converted into, exchanged for or
         changed into an amount per share (subject to the provision for
         adjustment hereinafter set forth) equal to 1,000 times the aggregate
         amount of stock, securities, cash and/or any other property (payable in
         kind), as the case may be, into which or for which each share of Common
         Stock is converted, exchanged or converted. In the event the Company
         shall at any time after the Effective 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 conversion,
         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.










<PAGE>


                                                                               7



                  (H) No Redemption. The shares of Series A Preferred Stock
         shall not be redeemable from any holder.

                  (I) Rank. The Series A Preferred Stock shall rank, with
         respect to the payment of dividends and the distribution of assets
         upon liquidation, dissolution or winding up of the Company, on a parity
         with the Series B Preferred Stock, and senior to all classes of the
         Company Common Stock.

                  (J) Amendment. If any proposed amendment to the Certificate of
         Incorporation (including this Certificate of Designations) would alter,
         change or repeal any of the preferences, powers or special rights given
         to the Series A Preferred Stock so as to affect the Series A Preferred
         Stock adversely, then the holders of the Series A Preferred Stock shall
         be entitled to vote separately as a class upon such amendment, and the
         affirmative vote of two-thirds of the outstanding shares of the Series
         A Preferred Stock, voting separately as a class, shall be necessary for
         the adoption thereof, in addition to such other vote as may be required
         by the General Corporation Law of the State of Delaware.










<PAGE>


                                                                               8


                  IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Company by its _____________ and attested by its
Secretary this ___ day of November, 2001.



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

Attest:

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

Secretary













<PAGE>




                                                                     Exhibit A-2

                                      FORM

                                       OF

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                     SERIES B PARTICIPATING PREFERRED STOCK

                                       OF

                           CURTISS-WRIGHT CORPORATION

                         (Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware)

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

                  Curtiss-Wright Corporation, a corporation organized and
existing under the General Corporation Law of the State of Delaware (hereinafter
called the "Company"), hereby certifies that the following resolution was duly
adopted by the Board of Directors of the Company as required by Section 151 of
the General Corporation Law of the State of Delaware at a meeting duly called
and held on November 20, 2001:

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of the Company (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Company's
Restated Certificate of Incorporation (hereinafter called the "Certificate of
Incorporation"), the Board of Directors, hereby creates a series of Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of the Company and
hereby states the designation and number of shares, and fixes the relative
rights, powers and preferences thereof, and the limitations thereof, as follows:

                                     (A) Designation and Amount. The shares of
                            such series shall be designated as "Series B
                            Participating Preferred Stock" (the "Series B
                            Preferred Stock") and the number of shares
                            constituting the Series B Preferred Stock shall be
                            100,000. Such number of shares may be increased or
                            decreased by resolution of the Board of Directors;
                            provided, that no decrease shall reduce the number
                            of shares of Series B 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 Company convertible into Series B
                            Preferred Stock.








<PAGE>

                                                                               2

                                     (B) Dividends and Distributions.

                                           (1) Subject to the rights of the
                                  holders of any shares of any series of
                                  Preferred Stock of the Company ranking prior
                                  and superior to the Series B Preferred Stock
                                  with respect to dividends, the holders of
                                  shares of Series B Preferred Stock, in
                                  preference to the holders of Common Stock, par
                                  value $1 per share, of the Company (the
                                  "Common Stock") and Class B Common Stock, par
                                  value $1 per share, of the Company (the "Class
                                  B Common Stock" and, together with the Common
                                  Stock, the "Company Common Stock"), and of any
                                  other stock of the Company ranking junior to
                                  the Series B Preferred Stock with respect to
                                  dividends, shall be entitled to receive, when,
                                  as and if declared by the Board of Directors
                                  out of funds legally available for such
                                  purpose, quarterly dividends payable in cash
                                  on the last day of March, June, September and
                                  December in each year (each such date being
                                  referred to herein as a "Dividend Payment
                                  Date"), commencing on the first Dividend
                                  Payment Date after the first issuance of a
                                  share or fraction of a share of Series B
                                  Preferred Stock, in an amount per share
                                  (rounded to the nearest cent) equal to the
                                  greater of (a) $1 or (b) subject to the
                                  provision for adjustment hereinafter set
                                  forth, 1,000 times the aggregate per share
                                  amount of all cash dividends, and 1,000 times
                                  the aggregate per share amount (payable in
                                  kind) of all non-cash dividends or other
                                  distributions other than a dividend payable in
                                  shares of Class B Common Stock, declared on
                                  the Class B Common Stock since the immediately
                                  preceding Dividend Payment Date or, with
                                  respect to the first Dividend Payment Date,
                                  since the first issuance of any share or
                                  fraction of a share of Series B Preferred
                                  Stock. In the event the Company shall at any
                                  time after the effective time of the merger
                                  effected pursuant to the Second Amended and
                                  Restated Agreement and Plan of Merger, dated
                                  as of November 6, 2000, as first amended and
                                  restated as of January 11, 2001 and as further
                                  amended and restated as of August 17, 2001,
                                  among the Company, Unitrin, Inc., a Delaware
                                  corporation, and CW Disposition Company, a
                                  Delaware corporation (the "Effective Time"),
                                  declare or pay any dividend on the Class B
                                  Common Stock payable in shares of Class B
                                  Common Stock, or effect a subdivision or
                                  combination or consolidation of the
                                  outstanding shares of Class B Common Stock (by
                                  reclassification or otherwise than by payment
                                  of a dividend in shares of Class B Common
                                  Stock) into a greater or lesser number of
                                  shares of Class B Common Stock, then in each
                                  such case the amount to which holders of
                                  shares of Series B 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








<PAGE>
                                                                               3



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

                                           (2) The Company shall declare a
                                  dividend or distribution on the Series B
                                  Preferred Stock as provided in paragraph (1)
                                  of this Section (B) immediately after it
                                  declares a dividend or distribution on the
                                  Class B Common Stock (other than a dividend
                                  payable in shares of Class B Common Stock);
                                  provided, that, in the event no dividend or
                                  distribution shall have been declared on the
                                  Class B Common Stock during the period between
                                  any Dividend Payment Date and the next
                                  subsequent Dividend Payment Date, a dividend
                                  of $1 per share on the Series B Preferred
                                  Stock shall nevertheless be payable, when, as
                                  and if declared, on such subsequent Dividend
                                  Payment Date.

                                           (3) Dividends shall begin to accrue
                                  and be cumulative, whether or not earned or
                                  declared, on outstanding shares of Series B
                                  Preferred Stock from the Dividend Payment Date
                                  next preceding the date of issue of such
                                  shares, unless the date of issue of such
                                  shares is prior to the record date for the
                                  first Dividend Payment Date, in which case
                                  dividends on such shares shall begin to accrue
                                  from the date of issue of such shares, or
                                  unless the date of issue is a Dividend Payment
                                  Date or is a date after the record date for
                                  the determination of holders of shares of
                                  Series B Preferred Stock entitled to receive a
                                  quarterly dividend and before such Dividend
                                  Payment Date, in either of which events such
                                  dividends shall begin to accrue and be
                                  cumulative from such Dividend Payment Date.
                                  Accrued but unpaid dividends shall not bear
                                  interest. Dividends paid on the shares of
                                  Series B 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 B 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.

                                     (C) Voting Rights. The holders of shares of
                            Series B Preferred Stock shall have the following
                            voting rights:

                                           (1) Subject to the provision for
                                  adjustment hereinafter set forth and except as
                                  otherwise provided in the Certificate of
                                  Incorporation or as required by law, each
                                  whole share of Series B








<PAGE>
                                                                               4


                                  Preferred Stock shall entitle the holder
                                  thereof to a number of votes equal to 1,000
                                  times the number of votes which each share of
                                  the Class B Common Stock of the Company is
                                  entitled to vote. In the event the Company
                                  shall at any time after the Effective Time,
                                  declare or pay any dividend on the Class B
                                  Common Stock payable in shares of Class B
                                  Common Stock, or effect a subdivision or
                                  combination or consolidation of the
                                  outstanding shares of Class B Common Stock (by
                                  reclassification or otherwise than by payment
                                  of a dividend in shares of Class B Common
                                  Stock) into a greater or lesser number of
                                  shares of Class B Common Stock, then in each
                                  such case the amount of votes to which holders
                                  of shares of Series B Preferred Stock were
                                  entitled immediately prior to such event under
                                  the preceding sentence shall be adjusted by
                                  multiplying such amount by a fraction, the
                                  numerator of which is the number of shares of
                                  Class B Common Stock outstanding immediately
                                  after such event and the denominator of which
                                  is the number of shares of Class B Common
                                  Stock that were outstanding immediately prior
                                  to such event.

                                           (2) Except as otherwise provided
                                  herein, in the Certificate of Incorporation or
                                  in any other Certificate of Designations
                                  creating a series of Preferred Stock or any
                                  similar stock, and except as otherwise
                                  required by law, the holders of shares of
                                  Series B Preferred Stock and the holders of
                                  shares of Class B Common Stock and any other
                                  capital stock of the Company having general
                                  voting rights shall vote together as one class
                                  on all matters submitted to a vote of
                                  stockholders of the Company.

                                           (3) Except as set forth herein, or as
                                  otherwise provided by law, holders of Series B
                                  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 Class B Common Stock as
                                  set forth herein) for taking any corporate
                                  action.

                                     (D) Certain Restrictions.

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

                                      (i) declare or pay dividends, or make any
                                  other distributions, on any shares of stock
                                  ranking junior (as to dividends or upon








<PAGE>
                                                                               5



                                  liquidation, dissolution or winding up) to the
                                  Series B Preferred Stock;

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

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

                                           (2) The Company shall not permit any
                                  subsidiary of the Company to purchase or
                                  otherwise acquire for consideration any shares
                                  of stock of the Company unless the Company
                                  could, under paragraph (1) of this Section
                                  (D), purchase or otherwise acquire such shares
                                  at such time and in such manner.

                                     (E) Reacquired Shares. Any shares of Series
                            B Preferred Stock purchased or otherwise acquired by
                            the Company in any manner whatsoever shall be
                            retired and cancelled promptly after the acquisition
                            thereof.

                                     (F) Liquidation, Dissolution or Winding Up.
                            Upon any liquidation, dissolution or winding up of
                            the Company, no distribution shall be made (1) to
                            the holders of the Company Common Stock or of








<PAGE>
                                                                               6


                            shares of any other stock of the Company ranking
                            junior, upon liquidation, dissolution or winding up,
                            to the Series B Preferred Stock unless, prior
                            thereto, the holders of shares of Series B Preferred
                            Stock shall have received an amount equal to the
                            greater of (i) $1,000 per share, plus an amount
                            equal to accrued and unpaid dividends and
                            distributions thereon, whether or not earned or
                            declared, to the date of such payment and (ii) an
                            aggregate amount per share, subject to the provision
                            for adjustment hereinafter set forth, equal to 1,000
                            times the aggregate amount to be distributed per
                            share to holders of shares of Class B Common Stock,
                            or (2) to the holders of shares of stock ranking on
                            a parity upon liquidation, dissolution or winding up
                            with the Series B Preferred Stock, except
                            distributions made ratably on the Series B 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 Company
                            shall at any time after the Effective Time, declare
                            or pay any dividend on the Class B Common Stock
                            payable in shares of Class B Common Stock, or effect
                            a subdivision or combination or consolidation of the
                            outstanding shares of Class B Common Stock (by
                            reclassification or otherwise than by payment of a
                            dividend in shares of Class B Common Stock) into a
                            greater or lesser number of shares of Class B Common
                            Stock, then in each such case the aggregate amount
                            to which holders of shares of Series B 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 Class B Common Stock outstanding
                            immediately after such event and the denominator of
                            which is the number of shares of Class B Common
                            Stock that were outstanding immediately prior to
                            such event.

                                     (G) Consolidation, Merger, etc. In case the
                            Company shall enter into any consolidation, merger,
                            combination or other transaction in which the shares
                            of Class B Common Stock are converted into,
                            exchanged for or changed into other stock or
                            securities, cash and/or any other property, then in
                            any such case each share of Series B Preferred Stock
                            shall at the same time be similarly converted into,
                            exchanged for or changed into an amount per share
                            (subject to the provision for adjustment hereinafter
                            set forth) equal to 1,000 times the aggregate amount
                            of stock, securities, cash and/or any other property
                            (payable in kind), as the case may be, into which or
                            for which each share of Class B Common Stock is
                            converted, exchanged or converted. In the event the
                            Company shall at any time after the Effective Time,
                            declare or pay any dividend on the Class B Common
                            Stock payable in shares of Class B Common Stock, or
                            effect a subdivision or combination or consolidation
                            of the outstanding shares of Class B Common Stock
                            (by reclassification or otherwise than by payment of
                            a dividend in shares of Class B Common Stock) into a
                            greater or lesser number of shares of Class B Common
                            Stock, then in each such case the








<PAGE>
                                                                               7


                            amount set forth in the preceding sentence with
                            respect to the conversion, exchange or change of
                            shares of Series B Preferred Stock shall be adjusted
                            by multiplying such amount by a fraction, the
                            numerator of which is the number of shares of Class
                            B Common Stock outstanding immediately after such
                            event and the denominator of which is the number of
                            shares of Class B Common Stock that were outstanding
                            immediately prior to such event.

                                     (H) No Redemption. The shares of Series B
                            Preferred Stock shall not be redeemable from any
                            holder.

                                     (I) Rank. The Series B Preferred Stock
                            shall rank, with respect to the payment of dividends
                            and the distribution of assets upon liquidation,
                            dissolution or winding up of the Company, on a
                            parity with the Series A Preferred Stock, and senior
                            to all classes of the Company Common Stock.

                                     (J) Amendment. If any proposed amendment to
                            the Certificate of Incorporation (including this
                            Certificate of Designations) would alter, change or
                            repeal any of the preferences, powers or special
                            rights given to the Series B Preferred Stock so as
                            to affect the Series B Preferred Stock adversely,
                            then the holders of the Series B Preferred Stock
                            shall be entitled to vote separately as a class upon
                            such amendment, and the affirmative vote of
                            two-thirds of the outstanding shares of the Series B
                            Preferred Stock, voting separately as a class, shall
                            be necessary for the adoption thereof, in addition
                            to such other vote as may be required by the General
                            Corporation Law of the State of Delaware.









<PAGE>
                                                                               8



                  IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Company by its _____________ and attested by its
Secretary this ___ day of November, 2001.

                                      __________________________________
                                      Name:
                                      Title:
Attest:

_________________________
Secretary










<PAGE>


                                                                     Exhibit B-1

                        Form of Class A Right Certificate

Certificate No. R- ____    ___ Rights

         NOT EXERCISABLE AFTER NOVEMBER 6, 2010 OR EARLIER IF REDEMPTION OR
         EXCHANGE OCCURS. THE CLASS A RIGHTS ARE SUBJECT TO REDEMPTION AT $.01
         PER CLASS A RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
         AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
         AGREEMENT, CLASS A RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO
         BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND
         CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO
         LONGER BE TRANSFERABLE.

                            Class A Right Certificate

                           CURTISS-WRIGHT CORPORATION

This certifies that ___________ or registered assigns, is the registered owner
of the number of Class A Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of the Amended
and Restated Rights Agreement, dated as of November 6, 2000, as amended and
restated as of November 20, 2001, and as amended from time to time (the "Rights
Agreement"), between Curtiss-Wright Corporation, a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (f/k/a ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the
"Rights Agent"), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
New York City time, on the earlier of November 6, 2010 or the earlier expiration
of the Rights in accordance with the terms of the Rights Agreement in accordance
with its terms, at the office or agency of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid
non-assessable share of Series A Participating Preferred Stock, par value $.01
per share (the "Series A Preferred Stock"), of the Company, at a purchase price
of $235 per one one-thousandth of a share of Series A Preferred Stock (the
"Purchase Price"), upon presentation and surrender of this Class A Right
Certificate with the Form of Election to Purchase duly executed. The number of
Class A Rights evidenced by this Class A Right Certificate (and the number of
one one-thousandths of a share of Series A 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 November 29, 2001 (the
"Effective Time"), based on the Series A Preferred Stock as constituted at such
date. As provided in the Rights Agreement, the Purchase Price, the number of one
one-thousandths of a share of Series A Preferred Stock (or other securities or
property) which may be purchased upon the exercise of the Class A Rights and the
number of Class A Rights evidenced by this Class A Right Certificate are subject
to modification and adjustment upon the happening of certain events.








<PAGE>
                                                                               2


                  Notwithstanding anything in the Rights Agreement to the
contrary, from and after the time (the "invalidation time") when any person
first becomes an Acquiring Person (as defined in the Rights Agreement), the
Class A Rights evidenced hereby beneficially owned by (x) any Acquiring Person
(or any Affiliate (as defined in the Rights Agreement) or Associate (as defined
in the Rights Agreement) of any Acquiring Person), (y) a transferee of any
Acquiring Person (or any such Affiliate or Associate) who becomes a transferee
after the invalidation time or (z) a transferee of any Acquiring Person (or any
such Affiliate or Associate) who became a transferee prior to or concurrently
with the invalidation time pursuant to either (I) a transfer from the Acquiring
Person to holders of its equity securities or to any person with whom it has any
continuing agreement, arrangement or understanding regarding the transferred
Class A Rights or (II) a transfer which the Board of Directors of the Company
has determined is part of a plan, arrangement or understanding which has the
purpose or effect of avoiding the provisions of Section 11(a)(ii) of the Rights
Agreement, and subsequent transferees of such persons, shall be void without any
further action and any holder hereof shall thereafter have no rights whatsoever
with respect to the Class A Rights evidenced hereby under any provision of the
Rights Agreement.

                  This Class A Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Class A Right
Certificates. Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the above-mentioned office or agency of the
Rights Agent. The Company will mail to the holder of this Class A Right
Certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor.

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

                  Subject to the provisions of the Rights Agreement, the Class A
Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Class A Right or (ii) may be exchanged in whole or
in part for shares of Series A Preferred Stock or shares of Common Stock, par
value $1 per share, of the Company (the "Common Stock").

                  No fractional shares of Series A Preferred Stock or Common
Stock will be issued upon the exercise of any Class A Right or Class A Rights
evidenced hereby (other than fractions which are integral multiples of one
one-thousandth of a share of Series A Preferred Stock, which








<PAGE>
                                                                               3


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 Class A Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
the Series A Preferred Stock or of any other securities of the Company which may
at any time be issuable on the exercise hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement) or to receive dividends or subscription
rights, or otherwise, until the Class A Right or Class A Rights evidenced by
this Class A Right Certificate shall have been exercised as provided in the
Rights Agreement.

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









<PAGE>
                                                                               4


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

ATTEST:                               CURTISS-WRIGHT CORPORATION

By: __________________                By: ____________________________



Countersigned:

                                      MELLON INVESTOR SERVICES LLC
                                      ________________________________
                                      as Rights Agent



                                      By: ____________________________
                                          Authorized Signature








<PAGE>
                                                                               5


                Form of Reverse Side of Class A Right Certificate

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
            holder desires to transfer the Class A Right Certificate)

                  FOR VALUE RECEIVED _________________________ hereby sells,
assigns and transfers unto ___________________________

____________________________________________________________

                  (Please print name and address of transferee)

____________________________________________________________

Class A Rights represented by this Class A Right Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ___________________ Attorney, to transfer said Class A Rights on the
books of the within-named Company, with full power of substitution.

Dated: _________________

                                            ______________________________
                                                      Signature
Signature Guaranteed:

                  Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

_______________________________________

                                (To be completed)

                  The undersigned hereby certifies that the Class A Rights
evidenced by this Class A Right Certificate are not beneficially owned by, were
not acquired by the undersigned from, and are not being assigned to, an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).

                                                     ________________________
                                                             Signature








<PAGE>
                                                                               6



          Form of Reverse Side of Class A Right Certificate - continued

                          FORM OF ELECTION TO PURCHASE

                  (To be executed if holder desires to exercise
          Class A Rights represented by the Class A Right Certificate)

To CURTISS-WRIGHT CORPORATION:

                  The undersigned hereby irrevocably elects to exercise
__________________ Class A Rights represented by this Class A Right Certificate
to purchase the shares of Series A Preferred Stock (or other securities or
property) issuable upon the exercise of such Class A Rights and requests that
certificates for such shares of Series A Preferred Stock (or such other
securities) be issued in the name of:

______________________________________________________________

               (Please print name and address)

______________________________________________________________

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

Please insert social security

or other identifying number

______________________________________________________________

                 (Please print name and address)
______________________________________________________________

Dated:  ____________________

                                                        ________________________
                                                                 Signature
 (Signature must conform to holder specified on Class A Right Certificate)

Signature Guaranteed:

                  Signature must be guaranteed by a member of firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States.










<PAGE>
                                                                               7


          Form of Reverse Side of Class A Right Certificate - continued

_________________________________________________________________
(To be completed)

                  The undersigned certifies that the Class A Rights evidenced by
this Class A Right Certificate are not beneficially owned by, and were not
acquired by the undersigned from, an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement)

                                                   ______________________
                                                          Signature
_________________________________________________________________

                                     NOTICE

                  The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Class A Right 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 Class A Rights evidenced by this Class A Right 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.










<PAGE>


                                                                     Exhibit B-2

                        Form of Class B Right Certificate

Certificate No. R- ____    ___ Rights

         NOT EXERCISABLE AFTER NOVEMBER 6, 2010 OR EARLIER IF REDEMPTION OR
         EXCHANGE OCCURS. THE CLASS B RIGHTS ARE SUBJECT TO REDEMPTION AT $.01
         PER CLASS B RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
         AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
         AGREEMENT, CLASS B RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO
         BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND
         CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO
         LONGER BE TRANSFERABLE.

                            Class B Right Certificate

                           CURTISS-WRIGHT CORPORATION

This certifies that ___________ or registered assigns, is the registered owner
of the number of Class B Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of the Amended
and Restated Rights Agreement, dated as of November 6, 2000, as amended and
restated as of November 20, 2001, and as amended from time to time (the "Rights
Agreement"), between Curtiss-Wright Corporation, a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (f/k/a ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the
"Rights Agent"), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
New York City time, on the earlier of November 6, 2010 or the earlier expiration
of the Rights in accordance with the terms of the Rights Agreement in accordance
with its terms, at the office or agency of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid
non-assessable share of Series B Participating Preferred Stock, par value $.01
per share (the "Series B Preferred Stock"), of the Company, at a purchase price
of $235 per one one-thousandth of a share of Series B Preferred Stock (the
"Purchase Price"), upon presentation and surrender of this Class B Right
Certificate with the Form of Election to Purchase duly executed. The number of
Class B Rights evidenced by this Class B Right Certificate (and the number of
one one-thousandths of a share of Series B 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 November 29, 2001 (the
"Effective Time"), based on the Series B Preferred Stock as constituted at such
date. As provided in the Rights Agreement, the Purchase Price, the number of one
one-thousandths of a share of Series B Preferred Stock (or other securities or
property) which may be purchased upon the exercise of the Class B Rights and the
number of Class B Rights evidenced by this Class B Right Certificate are subject
to modification and adjustment upon the happening of certain events.








<PAGE>
                                                                               2


                  Notwithstanding anything in the Rights Agreement to the
contrary, from and after the time (the "invalidation time") when any person
first becomes an Acquiring Person (as defined in the Rights Agreement), the
Class B Rights evidenced hereby beneficially owned by (x) any Acquiring Person
(or any Affiliate (as defined in the Rights Agreement) or Associate (as defined
in the Rights Agreement) of any Acquiring Person), (y) a transferee of any
Acquiring Person (or any such Affiliate or Associate) who becomes a transferee
after the invalidation time or (z) a transferee of any Acquiring Person (or any
such Affiliate or Associate) who became a transferee prior to or concurrently
with the invalidation time pursuant to either (I) a transfer from the Acquiring
Person to holders of its equity securities or to any person with whom it has any
continuing agreement, arrangement or understanding regarding the transferred
Class B Rights or (II) a transfer which the Board of Directors of the Company
has determined is part of a plan, arrangement or understanding which has the
purpose or effect of avoiding the provisions of Section 11(a)(ii) of the Rights
Agreement, and subsequent transferees of such persons, shall be void without any
further action and any holder hereof shall thereafter have no rights whatsoever
with respect to the Class B Rights evidenced hereby under any provision of the
Rights Agreement.

                  This Class B Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Class B Right
Certificates. Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the above-mentioned office or agency of the
Rights Agent. The Company will mail to the holder of this Class B Right
Certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor.

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

                  Subject to the provisions of the Rights Agreement, the Class B
Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Class B Right or (ii) may be exchanged in whole or
in part for shares of Series B Preferred Stock or shares of Class B Common
Stock, par value $1 per share, of the Company (the "Class B Common Stock").

                  No fractional shares of Series B Preferred Stock or Class B
Common Stock will be issued upon the exercise of any Class B Right or Class B
Rights evidenced hereby (other than fractions which are integral multiples of
one one-thousandth of a share of Series B Preferred








<PAGE>
                                                                               3


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 Class B Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
the Series B Preferred Stock or of any other securities of the Company which may
at any time be issuable on the exercise hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement) or to receive dividends or subscription
rights, or otherwise, until the Class B Right or Class B Rights evidenced by
this Class B Right Certificate shall have been exercised as provided in the
Rights Agreement.

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









<PAGE>
                                                                               4


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

ATTEST:                                      CURTISS-WRIGHT CORPORATION

By: __________________                       By: _____________________________



Countersigned:

                                             MELLON INVESTOR SERVICES LLC

                                             _________________________________
                                             as Rights Agent



                                             By _______________________________
                                                   Authorized Signature








<PAGE>
                                                                               5


                Form of Reverse Side of Class B Right Certificate

                               FORM OF ASSIGNMENT

                   (To be executed by the registered holder if
         such holder desires to transfer the Class B Right Certificate)

                  FOR VALUE RECEIVED _________________________ hereby sells,
assigns and transfers unto ___________________________

____________________________________________________________

       (Please print name and address of transferee)

____________________________________________________________

Class B Rights represented by this Class B Right Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ___________________ Attorney, to transfer said Class B Rights on the
books of the within-named Company, with full power of substitution.

Dated: _________________

                                            ______________________________
                                                      Signature
Signature Guaranteed:

                  Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

_________________________________________

                                (To be completed)

                  The undersigned hereby certifies that the Class B Rights
evidenced by this Class B Right Certificate are not beneficially owned by, were
not acquired by the undersigned from, and are not being assigned to, an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).

                                            ________________________
                                                     Signature









<PAGE>
                                                                               6


          Form of Reverse Side of Class B Right Certificate - continued

                          FORM OF ELECTION TO PURCHASE

                  (To be executed if holder desires to exercise
          Class B Rights represented by the Class B Right Certificate)

To CURTISS-WRIGHT CORPORATION:

                  The undersigned hereby irrevocably elects to exercise
__________________ Class B Rights represented by this Class B Right Certificate
to purchase the shares of Series B Preferred Stock (or other securities or
property) issuable upon the exercise of such Class B Rights and requests that
certificates for such shares of Series B Preferred Stock (or such other
securities) be issued in the name of:

______________________________________________________________

                (Please print name and address)
______________________________________________________________

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

Please insert social security

or other identifying number

______________________________________________________________

                 (Please print name and address)
______________________________________________________________

Dated:  ____________________

                                                        ________________________
                                                        Signature
 (Signature must conform to holder specified on Class B Right Certificate)

Signature Guaranteed:

                  Signature must be guaranteed by a member of firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States.









<PAGE>
                                                                               7



          Form of Reverse Side of Class B Right Certificate - continued

_________________________________________________________________
(To be completed)

                  The undersigned certifies that the Class B Rights evidenced by
this Class B Right Certificate are not beneficially owned by, and were not
acquired by the undersigned from, an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement)

                                                    ______________________
                                                           Signature
_________________________________________________________________

                                     NOTICE

                  The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Class B Right 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 Class B Rights evidenced by this Class B Right 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.







</TEXT>
</DOCUMENT>
