
<PAGE>





                                                                 DRAFT 08/19/96




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                             ALLEGIANCE CORPORATION


                                       and


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

                                  Rights Agent


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


                                Rights Agreement


                         Dated as of ____________, 1996


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<PAGE>

                                TABLE OF CONTENTS


   SECTION                                                                  PAGE


  Section 1.     Certain Definitions . . . . . . . . . . . . . . . . . . . . .2
  Section 2.     Appointment of Rights Agent . . . . . . . . . . . . . . . . 10
  Section 3.     Issue of Rights Certificates. . . . . . . . . . . . . . . . 10
  Section 4.     Form of Rights Certificates . . . . . . . . . . . . . . . . 14
  Section 5.     Countersignature and Registration . . . . . . . . . . . . . 16
  Section 6.     Transfer, Split Up, Combination and
                 Exchange of Rights Certificates;  . . . . . . . . . . . . . 17
                 Mutilated, Destroyed, Lost or Stolen
                 Rights Certificates . . . . . . . . . . . . . . . . . . . . 17
  Section 7.     Exercise of Rights; Purchase Price;
                 Expiration Date of Rights . . . . . . . . . . . . . . . . . 19
  Section 8.     Cancellation and Destruction of Rights Certificates . . . . 24
  Section 9.     Reservation and Availability of Capital
                 Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
  Section 10.    Preferred Stock Record Date . . . . . . . . . . . . . . . . 28
  Section 11.    Adjustment of Purchase Price, Number
                 and Kind of Shares or Number of Rights. . . . . . . . . . . 29
  Section 12.    Certificate of Adjusted Purchase
                 Price or Number of Shares . . . . . . . . . . . . . . . . . 50
  Section 13.    Consolidation, Merger or Sale or
                 Transfer of Assets or Earning Power . . . . . . . . . . . . 51
  Section 14.    Fractional Rights and Fractional Shares . . . . . . . . . . 56
  Section 15.    Rights of Action. . . . . . . . . . . . . . . . . . . . . . 59
  Section 16.    Agreement of Rights Holders . . . . . . . . . . . . . . . . 60
  Section 17.    Rights Certificate Holder Not Deemed a Stockholder. . . . . 62
  Section 18.    Concerning the Rights Agent . . . . . . . . . . . . . . . . 63
  Section 19.    Merger or Consolidation or Change of
                 Name of Rights Agent. . . . . . . . . . . . . . . . . . . . 63
  Section 20.    Duties of Rights Agent. . . . . . . . . . . . . . . . . . . 65
  Section 21.    Change of Rights Agent. . . . . . . . . . . . . . . . . . . 70
  Section 22.    Issuance of New Rights Certificates . . . . . . . . . . . . 72
  Section 23.    Redemption and Termination. . . . . . . . . . . . . . . . . 73
  Section 24.    Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . 75
  Section 25.    Notice of Certain Events. . . . . . . . . . . . . . . . . . 78
  Section 26.    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 80
  Section 27.    Supplements and Amendments. . . . . . . . . . . . . . . . . 81
  Section 28.    Successors. . . . . . . . . . . . . . . . . . . . . . . . . 83
  Section 29.    Determination and Actions by the
                 Board of Directors, etc . . . . . . . . . . . . . . . . . . 83
  Section 30.    Benefits of this Agreement. . . . . . . . . . . . . . . . . 84
  Section 31.    Severability. . . . . . . . . . . . . . . . . . . . . . . . 84
  Section 32.    Governing Law . . . . . . . . . . . . . . . . . . . . . . . 85
  Section 33.    Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 85
  Section 34.    Descriptive Headings. . . . . . . . . . . . . . . . . . . . 85

                                       -i-

<PAGE>


                                RIGHTS AGREEMENT

          RIGHTS AGREEMENT, dated as of ___________ , 1996 (the "Agreement"),
between Allegiance Corporation, a Delaware corporation (the "Company"), and
______________________________, a _______  (the "Rights Agent").


                                W I T N E S E T H

          WHEREAS, on __________, 1996 (the "Rights Dividend Declaration Date"),
the Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each share of Common Stock (as hereinafter
defined) of the Company outstanding at the close of business on        , 1996,
after giving effect to the distribution of shares of Common Stock (the "Spin-
off") by Baxter International Inc. to its stockholders (the "Record Date"), each
Right initially representing the right to purchase one one-hundredth of a share
of Series A Junior Participating Preferred Stock of the Company having the
rights, powers and preferences set forth in the form of Certificate of
Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms
and subject to the conditions hereinafter set forth (the "Rights"), and has
further authorized the issuance of one Right (as such number may hereinafter be
adjusted pursuant to the provisions of Section 11(p) hereof) for each share of
Common

<PAGE>

Stock of the Company issued between the Record Date and the Distribution Date
(as hereinafter defined);

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

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

          (a)  "Acquiring Person" shall mean any Person who or which,
     together with all Affiliates and Associates of such Person, shall be
     the Beneficial Owner of 15% or more of the shares of Common Stock then
     outstanding, but shall not include the Company, any Subsidiary of the
     Company, any employee benefit plan of the Company or of any Subsidiary
     of the Company, or any Person organized, appointed or established by
     the Company for or pursuant to the terms of any such plan.
     Notwithstanding the foregoing, no Person shall become an "Acquiring
     Person" as the result of an acquisition of shares of Common Stock by
     the Company which, by reducing the number of shares outstanding,
     increases the proportionate number of shares beneficially owned by
     such Person to 15% or more of the shares of Common Stock then
     outstanding; PROVIDED, HOWEVER, that if a

                                       -2-

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     Person shall become the Beneficial Owner of 15% or more of the shares of
     Common Stock then outstanding by reason of share purchases by the Company
     and shall, after such share purchases by the Company, become the Beneficial
     Owner of any additional shares of Common Stock, then such Person shall be
     deemed to be an "Acquiring Person".  Notwithstanding the foregoing, if the
     Board of Directors of the Company determines in good faith that a Person
     who would otherwise be an "Acquiring Person" (as defined pursuant to the
     foregoing provisions of this paragraph (a)) has become such inadvertently,
     and such Person divests as promptly as practicable a sufficient number of
     shares of Common Stock so that such Person would no longer be an "Acquiring
     Person" (as defined pursuant to the foregoing provisions of this paragraph
     (a)), then such Person shall not be deemed to be an "Acquiring Person" for
     any purposes of this Agreement.

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

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


                                       -3-

<PAGE>

     effect on the date of this Agreement (the "Exchange Act").

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

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

                                       -4-

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          of a Triggering Event which Rights were acquired by such Person or any
          such Person's Affiliates or Associates prior to the Distribution Date
          or pursuant to Section 3(a) or Section 22 hereof (the "Original
          Rights") or pursuant to Section 11(i) hereof in connection with an
          adjustment made with respect to any Original Rights;

               (ii)  which such Person or any of such Person's Affiliates
          or Associates, directly or indirectly, has the right to vote or
          dispose of or has "beneficial ownership" of (as determined
          pursuant to Rule 13d-3 of the General Rules and Regulations under
          the Exchange Act), including pursuant to any agreement,
          arrangement or understanding, whether or not in writing;
          PROVIDED, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "beneficially own," any security
          under this subparagraph (ii) as a result of an agreement,
          arrangement or understanding to vote such security if such
          agreement, arrangement or understanding:  (A) arises solely from
          a revocable proxy given in response to a public proxy or consent
          solicitation made pursuant to, and in accordance with, the
          applicable provisions of the General Rules and

                                       -5-

<PAGE>

          Regulations under the Exchange Act, and (B) is not also then
          reportable by such Person on Schedule 13D under the Exchange Act (or
          any comparable or successor report); or

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

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

          (e)  "Business Day" shall mean any day other than a Saturday,
     Sunday or a day on which banking

                                       -6-

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     institutions in the State of Illinois are authorized or obligated by law or
     executive order to close.

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

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

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

          (i)  "Preferred Stock" shall mean shares of Series A Junior
     Participating Preferred Stock, par value $.01 per share, of the
     Company, and, to the extent that there is not a sufficient number of
     shares of Series A Junior Participating Preferred Stock authorized to


                                       -7-

<PAGE>

     permit the full exercise of the Rights, any other series of Preferred
     Stock, par value $.01 per share, of the Company designated for such purpose
     containing terms substantially similar to the terms of the Series A Junior
     Participating Preferred Stock.

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

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

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

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

                                       -8-

<PAGE>

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

          In addition, for purposes of this Agreement, the following terms have
the meanings indicated in specified sections of this Agreement:  (i) "Adjustment
Shares" shall have the meaning set forth in Section 11(a)(ii) hereof; (ii)
"common stock equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof; (iii) "current market price" shall have the meanings
set forth in Section 11(d) hereof; (iv) "Current Value" shall have the meaning
set forth in Section 11(a)(iii) hereof; (v) "Distribution Date" shall have the
meaning set forth in Section 3(a) hereof; (vi) "equivalent preferred stock"
shall have the meaning set forth in Section 11(b) hereof; (vii) "NASDAQ" shall
have the meaning set forth in Section 11(d)(i) hereof; (viii) "Principal Party"
shall have the meaning set forth in Section 13(b) hereof; (ix) "Purchase Price"
shall have the meaning set forth in Section 4(a) hereof; (x) "Redemption Price"
shall have the meaning set forth in Section 23(a) hereof; (xi) "Rights
Certificates" shall have the meaning set forth in Section 3(a) hereof; (xii)
"Section 11(a)(ii) Trigger Date" shall have the meaning set forth in Section
11(a)(iii) hereof; (xiii) "Spread" shall have the meaning set forth in Section
11(a)(ii) hereof; (xiv) "Substitution Period" shall have the meaning set forth
in Section 11(a)(iii) hereof; (xv) "Summary of Rights" shall have the meaning
set forth in

                                       -9-

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Section 3(b) hereof; and (xvi) "Trading Day" shall have the meaning set forth in
Section 11(d)(i) hereof.

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

          Section 3.  ISSUE OF RIGHTS CERTIFICATES.

          (a)  Until the earlier of (i) the close of business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the close of business on the
Record Date), or (ii) the close of business on the tenth business day (or such
later date as may be determined by action of the Board of Directors of the
Company prior to such time as any Person becomes an Acquiring Person) after the
date that a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person organized, appointed or established by
the Company for or pursuant to the terms of any such plan) is

                                      -10-

<PAGE>

first published or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding (the earlier of (i) and (ii) being herein
referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the holders of the
Common Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates and (y) the Rights
will be transferable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company).  As soon as
practicable after the Distribution Date, the Rights Agent will send by first-
class, insured, postage prepaid mail, to each record holder of the Common Stock
as of the close of business on the Distribution Date, at the address of such
holder shown on the records of the Company, one or more Rights certificates, in
substantially the form of Exhibit B hereto (the "Rights Certificates"),
evidencing one Right for each share of Common Stock so held, subject to
adjustment as provided herein.  In the event that an adjustment in the number of
Rights per share of Common Stock has been made pursuant to Section 11(p) hereof,
at the time of distribution of the Rights Certificates, the Company shall make
the necessary and appropriate rounding adjustments (in accordance with Section
14(a) hereof) so that Rights Certificates

                                      -11-

<PAGE>

representing only whole numbers of Rights are distributed and cash is paid in
lieu of any fractional Rights.  As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates.

          (b)  As promptly as practicable, the Company will send a copy of a
Summary of Rights to Purchase Preferred Stock, in substantially the form
attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder of the Common Stock as of the close of
business on the Record Date, at the address of such holder shown on the records
of the Company.  With respect to certificates for the Common Stock outstanding
as of the Record Date, until the Distribution Date, the Rights will be evidenced
by such certificates registered in the names of the holders thereof together
with a copy of the Summary of Rights attached thereto.   Until the earlier of
the Distribution Date or the Expiration Date (as such term is defined in Section
7 hereof), the surrender for transfer of any certificate representing shares of
Common Stock in respect of which Rights have been issued, with or without a copy
of the Summary of Rights attached thereto, shall also constitute the transfer of
the Rights associated with such shares of Common Stock.

          (c)  Rights shall be issued in respect of all shares of Common Stock
which are issued (whether originally issued or from

                                      -12-

<PAGE>

the Company'S treasury) after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date or, in certain circumstances provided
in Section 22 hereof, after the Distribution Date.  Certificates representing
such shares of Common Stock shall also be deemed to be certificates for Rights,
and shall bear the following legend:

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


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


                                      -13-

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constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.

          Section 4.  FORM OF RIGHTS CERTIFICATES.

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

                                      -14-

<PAGE>

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

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

                                      -15-

<PAGE>

     become null and void in the circumstances specified in Section 7(e) of
     such Agreement.

          Section 5. COUNTERSIGNATURE AND REGISTRATION.

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

                                      -16-

<PAGE>

at the date of the execution of this Rights Agreement any such person was not
such an officer.

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

          Section 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHTS
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.  (a)
Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof,
at any time after the close of business on the Distribution Date, and at or
prior to the close of business on the Expiration Date, any Rights Certificate or
Certificates (other than Rights Certificates representing Rights that have been
exchanged pursuant to Section 24 hereof) may be transferred, split up, combined
or exchanged for another Rights Certificate or Certificates, entitling the
registered holder to purchase a like number of one one-hundredths of a share of
Preferred Stock (or, following a Triggering Event, Common Stock, other
securities, cash or other

                                      -17-

<PAGE>

assets, as the case may be) as the Rights Certificate or Certificates
surrendered then entitled such holder (or former holder in the case of a
transfer) to purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Rights
Certificate or Certificates to be transferred, split up, combined or exchanged
at the principal office or offices of the Rights Agent designated for such
purpose.  Neither the Rights Agent nor the Company shall be obligated to take
any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have completed and signed
the certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request.  Thereupon the
Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and
Section 24 hereof, countersign and deliver to the Person entitled thereto a
Rights Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Rights Certificates.

                                      -18-

<PAGE>

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

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


                                      -19-

<PAGE>
of Preferred Stock (or other securities, cash or other assets, as the case may
be) as to which such surrendered Rights are then exercisable, at or prior to the
earliest of (i) the close of business on _______,  2006 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof or (iii) the time at which such Rights are exchanged pursuant to
Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to
as the "Expiration Date").

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

          (c)  Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase and the certificate duly executed,
accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one one-hundredth of a share of Preferred Stock (or other shares,
securities, cash or other assets, as the case may be) to be purchased as set
forth below and an amount equal to any applicable transfer tax, the Rights Agent
shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition
from any transfer agent of the shares of Preferred Stock (or make available, if
the Rights Agent is the transfer agent for such


                                      -20-

<PAGE>
shares) certificates for the total number of one one-hundredths of a share of
Preferred Stock to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company shall
have elected to deposit the total number of shares of Preferred Stock issuable
upon exercise of the Rights hereunder with a depositary agent, requisition from
the depositary agent depositary receipts representing such number of one one-
hundredths of a share of Preferred Stock as are to be purchased (in which case
certificates for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
fractional shares in accordance with Section 14 hereof, (iii) after receipt of
such certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder, and (iv) after
receipt thereof, deliver such cash, if any, to or upon the order of the
registered holder of such Rights Certificate.  The payment of the Purchase Price
(as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be
made in cash or by certified bank check or bank draft payable to the order of
the Company.  In the event that the Company is obligated to issue other
securities (including Common Stock) of the Company, pay cash and/or

                                      -21-

<PAGE>

distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
appropriate.  The Company reserves the right to require prior to the occurrence
of a Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock would be issued.

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

          (e)  Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a) (ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior

                                      -22-

<PAGE>

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

          (f)  Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) completed and signed the certificate contained in the form of


                                      -23-

<PAGE>
election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise, and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request.

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

          Section 9.  RESERVATION AND AVAILABILITY OF CAPITAL STOCK.  (a)  The
Company covenants and agrees that it will cause


                                      -24-

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

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

          (c)  The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section
11(a)(ii) Event on which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof, a registration statement under the Act with respect to


                                      -25-

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


                                      -26-

<PAGE>
any jurisdiction if the requisite qualification in such jurisdiction shall not
have been obtained, the exercise thereof shall not be permitted under applicable
law or a registration statement shall not have been declared effective.

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

          (e)  The Company further covenants and agrees that it will pay, when
due and payable, any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Rights Certificates
and of any certificates for a number of one one-hundredths of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may be)
upon the exercise of Rights.  The Company shall not, however, be required to pay
any transfer tax which may be payable in respect of any transfer or delivery of
Rights Certificates to a Person other than, or the issuance or delivery of a
number of one one-hundredths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in respect of a name


                                      -27-

<PAGE>
other than that of, the registered holder of the Rights Certificates evidencing
Rights surrendered for exercise or to issue or deliver any certificates for a
number of one one-hundredths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in a name other than that of the
registered holder upon the exercise of any Rights until such tax shall have been
paid (any such tax being payable by the holder of such Rights Certificate at the
time of surrender) or until it has been established to the Company's
satisfaction that no such tax is due.

          Section 10.  PREFERRED STOCK RECORD DATE.  Each person in whose name
any certificate for a number of one one-hundredths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and all applicable transfer taxes) was made; PROVIDED, HOWEVER, that if the
date of such surrender and payment is a date upon which the Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books of the
Company are closed, such Person shall be deemed to have become the record holder
of such shares

                                      -28-

<PAGE>

(fractional or otherwise) on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock (or Common Stock and/or
other securities, as the case may be) transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby, the holder of a Rights
Certificate shall not be entitled to any rights of a stockholder of the Company
with respect to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

          Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES
OR NUMBER OF RIGHTS.  The Purchase Price, the number and kind of shares covered
by each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.

          (a)(i)  In the event the Company shall at any time after the date
     of this Agreement (A) declare a dividend on the Preferred Stock
     payable in shares of Preferred Stock, (B) subdivide the outstanding
     Preferred Stock, (C) combine the outstanding Preferred Stock into a
     smaller number of shares, or (D) issue any shares of its capital stock
     in a reclassification of the

                                      -29-

<PAGE>

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

                                      -30-

<PAGE>

          (ii)  In the event any Person (other than the Company, any
     Subsidiary of the Company, any employee benefit plan of the Company or
     of any Subsidiary of the Company, or any Person organized, appointed
     or established by the Company for or pursuant to the terms of any such
     plan), alone or together with its Affiliates and Associates, shall, at
     any time after the Rights Dividend Declaration Date, become an
     Acquiring Person, then each holder of a Right (except as provided
     below and in Section 7(e) hereof) shall thereafter have the right to
     receive, upon exercise thereof at the then current Purchase Price in
     accordance with the terms of this Agreement, in lieu of a number of
     one one-hundredths of a share of Preferred Stock, such number of
     shares of Common Stock of the Company as shall equal the result
     obtained by (x) multiplying the then current Purchase Price by the
     then number of one one-hundredths of a share of Preferred Stock for
     which a Right was exercisable immediately prior to the first
     occurrence of a Section 11(a)(ii) Event and (y) dividing that product
     (which, following such first occurrence shall thereafter be referred
     to as the "Purchase Price" for each Right and for all purposes of this
     Agreement) by 50% of the current market price (determined pursuant to
     Section 11(d) hereof) per share of Common Stock on the

                                      -31-

<PAGE>

     date of such first occurrence (such number of shares, the "Adjustment
     Shares").

          (iii)  In the event that the number of shares of Common Stock which
     are authorized by the Company's certificate of incorporation, but not
     outstanding or reserved for issuance for purposes other than upon exercise
     of the Rights, is not sufficient to permit the exercise in full of the
     Rights in accordance with the foregoing subparagraph (ii) of this Section
     11(a), the Company shall:  (A) determine the value of the Adjustment Shares
     issuable upon the exercise of a Right (the "Current Value"), and (B) with
     respect to each Right, make adequate provision to substitute for the
     Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash,
     (2) a reduction in the Purchase Price, (3) Common Stock or other equity
     securities of the Company (including, without limitation, shares, or units
     of shares, of preferred stock, such as the Preferred Stock, which the Board
     of Directors of the Company has deemed to have the same value or economic
     rights as shares of Common Stock (such shares of preferred stock, "common
     stock equivalents")), (4) debt securities of the Company, (5) other assets,
     or (6) any combination of the foregoing, having an aggregate value equal to
     the Current Value (less the amount of any reduction in the Purchase Price),
     where such aggregate value has been determined by the Board of

                                       -32-

<PAGE>

Directors of the Company based upon the advice of a nationally recognized
investment banking firm selected by the Board of Directors of the Company;
PROVIDED, HOWEVER, if the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days following the
later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date
on which the Company's right of redemption pursuant to Section 23(a) expires
(the later of (x) and (y) being referred to herein as the "Section 11(a)(ii)
Trigger Date"), then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and then, if necessary,
cash, which shares and/or cash have an aggregate value equal to the Spread.  For
purposes of the preceding sentence, the term "Spread" shall mean the excess of
(i) the Current Value over (ii) the Purchase Price.  If the Board of Directors
of the Company shall determine in good faith that it is likely that sufficient
additional shares of Common Stock could be authorized for issuance upon exercise
in full of the Rights, the thirty (30) day period set forth above may be
extended to the extent necessary, but not more than ninety (90) days after the
Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder
approval for the authorization of such additional shares (such thirty (30) day
period, as

                                      -33-

<PAGE>

it may be extended, the "Substitution Period").  To the extent that action is to
be taken pursuant to the first and/or third sentences of this Section
11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that
such action shall apply uniformly to all outstanding Rights, and (y) may suspend
the exercisability of the Rights until the expiration of the Substitution Period
in order to seek such stockholder approval for such authorization of additional
shares and/or to decide the appropriate form of distribution to be made pursuant
to such first sentence and to determine the value thereof.  In the event of any
such suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect.  For
purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be
the current market price (as determined pursuant to Section 11(d) hereof) per
share of the Common Stock on the Section 11(a)(ii) Trigger Date and the value of
any "common stock equivalent" shall be deemed to equal the Current Market Price
per share of the Common Stock on such date.

          (b)  In case the Company shall fix a record date for the issuance
     of rights (other than the Rights), options or warrants to all holders
     of Preferred Stock

                                      -34-

<PAGE>

     entitling them to subscribe for or purchase (for a period expiring within
     forty-five (45) calendar days after such record date) Preferred Stock (or
     shares having the same rights, privileges and preferences as the shares of
     Preferred Stock ("equivalent preferred stock")) or securities convertible
     into Preferred Stock or equivalent preferred stock at a price per share of
     Preferred stock or per share of equivalent preferred stock (or having a
     conversion price per share, if a security convertible into Preferred Stock
     or equivalent preferred stock) less than the current market price (as
     determined pursuant to Section 11(d) hereof) per share of Preferred Stock
     on such record date, the Purchase Price to be in effect after such record
     date shall be determined by multiplying the Purchase Price in effect
     immediately prior to such record date by a fraction, the numerator of which
     shall be the number of shares of Preferred Stock outstanding on such record
     date, plus the number of shares of Preferred Stock which the aggregate
     offering price of the total number of shares of Preferred Stock and/or
     equivalent preferred stock so to be offered (and/or the aggregate initial
     conversion price of the convertible securities so to be offered) would
     purchase at such current market price, and the denominator of which shall
     be the number of shares of Preferred Stock outstanding on such record date,
     plus

                                      -35-

<PAGE>

     the number of additional shares of Preferred Stock and/ or equivalent
     preferred stock to be offered for subscription or purchase (or into which
     the convertible securities so to be offered are initially convertible).  In
     case such subscription price may be paid by delivery of consideration part
     or all of which may be in a form other than cash, the value of such
     consideration shall be as determined in good faith by the Board of
     Directors of the Company, whose determination shall be described in a
     statement filed with the Rights Agent and shall be binding on the Rights
     Agent and the holders of the Rights.  Shares of Preferred Stock owned by or
     held for the account of the Company shall not be deemed outstanding for the
     purpose of any such computation.  Such adjustment shall be made
     successively whenever such a record date is fixed, and in the event that
     such rights or warrants are not so issued, the Purchase Price shall be
     adjusted to be the Purchase Price which would then be in effect if such
     record date had not been fixed.

          (c)  In case the Company shall fix a record date for a
     distribution to all holders of Preferred Stock (including any such
     distribution made in connection with a consolidation or merger in
     which the Company is the continuing corporation) of evidences of

                                      -36-

<PAGE>

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

                                      -37-

<PAGE>

     the Purchase Price shall be adjusted to be the Purchase Price which would
     have been in effect if such record date had not been fixed.

          (d)  (i) For the purpose of any computation hereunder, other than
     computations made pursuant to Section 11(a)(iii) hereof, the "current
     market price" per share of Common Stock on any date shall be deemed to
     be the average of the daily closing prices per share of such Common
     Stock for the thirty (30) consecutive Trading Days (as such term is
     hereinafter defined) immediately prior to such date, and for purposes
     of computations made pursuant to Section 11(a)(iii) hereof, the
     "current market price" per share of Common Stock on any date shall be
     deemed to be the average of the daily closing prices per share of such
     Common Stock for the ten (10) consecutive Trading Days immediately
     following such date; PROVIDED, HOWEVER, that in the event that the
     current market price per share of the Common Stock is determined
     during a period following the announcement by the issuer of such
     Common Stock of (A) a dividend or distribution on such Common Stock
     payable in shares of such Common Stock or securities convertible into
     shares of such Common Stock (other than the Rights), or (B) any
     subdivision, combination or reclassification of such Common Stock, and
     the

                                      -38-

<PAGE>

     ex-dividend date for such dividend or distribution, or the record date for
     such subdivision, combination or reclassification shall not have occurred
     prior to the commencement of the requisite thirty (30) Trading Day or ten
     (10) Trading Day period, as set forth above, then, and in each such case,
     the "current market price" shall be properly adjusted to take into account
     any trading during the period prior to such ex-dividend date or record
     date.  The closing price for each day shall be the last sale price, regular
     way, or, in case no such sale takes place on such day, the average of the
     closing bid and asked prices, regular way, in either case as reported in
     the principal consolidated transaction reporting system with respect to
     securities listed or admitted to trading on the New York Stock Exchange or,
     if the shares of Common Stock are not listed or admitted to trading on the
     New York Stock Exchange, as reported in the principal consolidated
     transaction reporting system with respect to securities listed on the
     principal national securities exchange on which the shares of Common Stock
     are listed or admitted to trading or, if the shares of Common Stock are not
     listed or admitted to trading on any national securities exchange, the last
     quoted price or, if not so quoted, the average of the high bid and low
     asked prices in the over-the-counter market, as reported by

                                      -39-

<PAGE>

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

                                      -40-

<PAGE>

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

                                      -41-

<PAGE>

     of Preferred Stock shall be equal to the "current market price" of one
     share of Preferred Stock divided by 100.

          (e)  Anything herein to the contrary notwithstanding, no
     adjustment in the Purchase Price shall be required unless such
     adjustment would require an increase or decrease of at least one
     percent (1%) in the Purchased 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 Common Stock or other share or one one-millionth of a share
     of Preferred Stock, as the case may be.  Notwithstanding the first
     sentence of this Section 11(e), any adjustment required by this
     Section 11 shall be made no later than the earlier of (i) three (3)
     years from the date of the transaction which mandates such adjustment,
     or (ii) the Expiration Date.

          (f)  If as a result of an adjustment made pursuant to Section
     11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter
     exercised shall become entitled to receive any shares of capital stock
     other

                                      -42-

<PAGE>

     than Preferred Stock, thereafter the number of such other shares so
     receivable upon exercise of any Right and the Purchase Price thereof shall
     be subject to adjustment from time to time in a manner and on terms as
     nearly equivalent as practicable to the provisions with respect to the
     Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i),
     (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof
     with respect to the Preferred Stock shall apply on like terms to any such
     other shares.

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

          (h)  Unless the Company shall have exercised its election as
     provided in Section 11(i), upon each adjustment of the Purchase Price
     as a result of the calculations made in Sections 11(b) and (c), each
     Right outstanding immediately prior to the making of such adjustment
     shall thereafter evidence the right to

                                      -43-

<PAGE>

     purchase, at the adjusted Purchase Price, that number of one-hundredths of
     a share of Preferred Stock (calculated to the nearest one-millionth)
     obtained by (i) multiplying (x) the number of one one-hundredths of a share
     covered by a Right immediately prior to this adjustment, by (y) the
     Purchase Price in effect immediately prior to such adjustment of the
     Purchase Price, and (ii) dividing the product so obtained by the Purchase
     Price in effect immediately after such adjustment of the Purchase Price.

          (i)  The Company may elect on or after the date of any adjustment
     of the Purchase Price to adjust the number of Rights, in lieu of any
     adjustment in the number of one one-hundredths of a share of Preferred
     Stock purchasable upon the exercise of a Right.  Each of the Rights
     outstanding after the adjustment in the number of Rights shall be
     exercisable for the number of one one-hundredths of a share of
     Preferred Stock for which a Right was exercisable immediately prior to
     such adjustment.  Each Right held of record prior to such adjustment
     of the number of Rights shall become that number of Rights (calculated
     to the nearest one-ten-thousandth) obtained by dividing the Purchase
     Price in effect immediately prior to adjustment of the Purchase Price
     by the Purchase Price in effect immediately after

                                      -44-

<PAGE>

     adjustment of the Purchase Price.  The Company shall make a public
     announcement of its election to adjust the number of Rights, indicating the
     record date for the adjustment, and, if known at the time, the amount of
     the adjustment to be made.  This record date may be the date on which the
     Purchase Price is adjusted or any day thereafter, but, if the Rights
     Certificates have been issued, shall be at least ten (10) days later than
     the date of the public announcement.  If Rights Certificates have been
     issued, upon each adjustment of the number of Rights pursuant to this
     Section 11(i), the Company shall, as promptly as practicable, cause to be
     distributed to holders of record of Rights Certificates on such record date
     Rights Certificates evidencing, subject to Section 14 hereof, the
     additional Rights to which such holders shall be entitled as a result of
     such adjustment, or, at the option of the Company, shall cause to be
     distributed to such holders of record in substitution and replacement for
     the Rights Certificates held by such holders prior to the date of
     adjustment, and upon surrender thereof, if required by the Company, new
     Rights Certificates evidencing all the Rights to which such holders shall
     be entitled after such adjustment.  Rights Certificates so to be
     distributed shall be issued, executed and countersigned in the manner
     provided for herein (and

                                      -45-

<PAGE>

     may bear, at the option of the Company, the adjusted Purchase Price) and
     shall be registered in the names of the holders of record of Rights
     Certificates on the record date specified in the public announcement.

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

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

                                      -46-

<PAGE>

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

          (m)  Anything in this Section 11 to the contrary notwithstanding,
     the Company shall be entitled to make such reductions in the Purchase
     Price, in addition to those adjustments expressly required by this
     Section 11, as and to the extent that the Board of Directors of the
     Company, in its good faith judgment, shall

                                      -47-

<PAGE>

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

          (n)  The Company covenants and agrees that it shall not, at any
     time after the Distribution Date, (i) consolidate with any other
     Person (other than a Subsidiary of the Company in a transaction which
     complies with Section 11(o) hereof), (ii) merge with or into any other
     Person (other than a Subsidiary of the Company in a transaction which
     complies with Section 11(o) hereof), or (iii) sell or transfer (or
     permit any Subsidiary to sell or transfer), in one transaction, or a
     series of related transactions, assets or earning power aggregating
     more than 50% of the assets or earning power of the Company and its
     Subsidiaries (taken as a whole) to any other Person or Persons

                                      -48-

<PAGE>

     (other than the Company and/or any of its Subsidiaries in one or more
     transactions each of which complies with Section 11(o) hereof), if (x) at
     the time of or immediately after such consolidation, merger, sale or
     transfer there are any rights, warrants or other instruments or securities
     outstanding or agreements in effect which would substantially diminish or
     otherwise eliminate the benefits intended to be afforded by the Rights or
     (y) prior to, simultaneously with or immediately after such consolidation,
     merger, sale or transfer, 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 and Associates.

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

                                      -49-

<PAGE>

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

          Section 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES.  Whenever an adjustment is made as provided in Section 11 and Section 13
hereof, the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief

                                      -50-

<PAGE>

statement of the facts accounting for such adjustment, (b) promptly file with
the Rights Agent, and with each transfer agent for the Preferred Stock and the
Common Stock, a copy of such certificate, and (c) mail a brief summary thereof
to each holder of a Rights Certificate (or, if prior to the Distribution Date,
to each holder of a certificate representing shares of Common Stock) in
accordance with Section 26 hereof.  The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of such adjustment unless and until it
shall have received such certificate.

          Section 13.  CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER.

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

                                      -51-

<PAGE>

consolidation or merger, all or part of the outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer),
in one transaction or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power aggregating more than
50% of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any Person or Persons (other than the Company or any Subsidiary of
the Company in one or more transactions each of which complies with Section
11(o) hereof), then, and in each such case (except as may be contemplated by
Section 13(d) hereof), proper provision shall be made so that: (i) each holder
of a Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of validly authorized
and issued, fully paid, nonassessable and freely tradeable shares of Common
Stock of the Principal Party (as such term is hereinafter defined), not subject
to any liens, encumbrances, rights of first refusal or other adverse claims, as
shall be equal to the result obtained by (l) multiplying the then current
Purchase Price by the number of one one-hundredths of a share of Preferred Stock
for which a Right is exercisable immediately prior to the first occurrence of a
Section 13 Event

                                      -52-

<PAGE>

(or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of
a Section 13 Event, multiplying the number of such one one-hundredths of a share
of Preferred Stock for which a Right was exercisable immediately prior to the
first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect
immediately prior to such first occurrence), and dividing that product (which,
following the first occurrence of a Section 13 Event, shall be referred to as
the "Purchase Price" for each Right and for all purposes of this Agreement) by
(2) 50% of the current market price (determined pursuant to Section 11(d)(i)
hereof) per share of the Common Stock of such Principal Party on the date of
consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of Section 11 hereof shall
apply only to such Principal Party following the first occurrence of a Section
13 Event; (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights; and (v) the

                                      -53-

<PAGE>

provisions of Section 11(a)(ii) hereof shall be of no effect following the first
occurrence of any Section 13 Event.

          (b)  "Principal Party" shall mean:

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

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

PROVIDED, HOWEVER, that in any such case, (1) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding twelve (12)
month period registered under Section 12 of the Exchange Act, and such Person is
a direct or indirect Subsidiary of another Person the Common Stock of which is
and has been so registered, "Principal Party" shall refer to such other Person;
and (2) in case such Person is a Subsidiary,

                                      -54-

<PAGE>

directly or indirectly, of more than one Person, the Common Stocks of two or
more of which are and have been so registered, "Principal Party" shall refer to
whichever of such Persons is the issuer of the Common Stock having the greatest
aggregate market value.

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

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

                                      -55-

<PAGE>

     meeting the requirements of the Act) until the Expiration Date; and

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

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

          Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

          (a)  The Company shall not be required to issue fractions of Rights or
to distribute Rights Certificates which evidence fractional Rights.  In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right.  For purposes of this Section 14(a), the current market
value of a

                                      -56-

<PAGE>

whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable.  The closing price of the Rights for any day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported to the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading, or if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company.  If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

                                      -57-

<PAGE>

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

                                      -58-

<PAGE>

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

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

          Section 15.  RIGHTS OF ACTION.  All rights of action in respect of
this Agreement, other than rights of action vested in the Rights Agent pursuant
to Section 18 hereof, are vested in the respective registered holders of the
Rights Certificates (and, prior to the Distribution Date, the registered holders
of the Common Stock); and any registered holder of any Rights Certificate (or,
prior to the Distribution Date, of the Common

                                      -59-

<PAGE>

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

          Section 16.  AGREEMENT OF RIGHTS HOLDERS.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every holder of a Right that:

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

                                      -60-

<PAGE>

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

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

          (d)  notwithstanding anything in this Agreement to the contrary,
     neither the Company nor the Rights Agent shall have any liability to
     any holder of a Right or

                                      -61-

<PAGE>

     other Person as a result of its inability to perform any of its obligations
     under this Agreement by reason of any preliminary or permanent injunction
     or other order, decree or ruling issued by a court of competent
     jurisdiction or by a governmental, regulatory or administrative agency or
     commission, or any statute, rule, regulation or executive order promulgated
     or enacted by any governmental authority, prohibiting or otherwise
     restraining performance of such obligation; PROVIDED, HOWEVER, the Company
     must use reasonable efforts to have any such order, decree or ruling lifted
     or otherwise overturned as soon as possible.

          Section 17.  RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.  No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose to be the holder of the number of one
one-hundredths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions

                                      -62-

<PAGE>

affecting stockholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions hereof.

          Section 18.  CONCERNING THE RIGHTS AGENT.

          (a)  The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder.

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

                                      -63-

<PAGE>

          Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT.

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


                                      -64-

<PAGE>

such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

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

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

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

                                      -65-

<PAGE>

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

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

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

                                      -66-

<PAGE>

     Certificates or be required to verify the same (except as to its
     countersignature on such Rights Certificates), but all such statements and
     recitals are and shall be deemed to have been made by the Company only.

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

                                      -67-

<PAGE>

     pursuant to this Agreement or any Rights Certificate or as to whether any
     shares of Common Stock or Preferred Stock will, when so issued, be validly
     authorized and issued, fully paid and nonassessable.

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

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

          (h)  The Rights Agent and any stockholder, director, officer or
     employee of the Rights Agent may

                                      -68-

<PAGE>

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

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

          (j)  No provision of this Agreement shall require the Rights
     Agent to expend or risk its own funds or otherwise incur any financial
     liability in the performance of any of its duties hereunder or in the
     exercise of its rights if there shall be reasonable

                                      -69-

<PAGE>

     grounds for believing that repayment of such funds or adequate
     indemnification against such risk or liability is not reasonably assured to
     it.

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

          Section 21.  CHANGE OF RIGHTS AGENT.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company, and to
each transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights Agent
upon thirty (30) days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock and Preferred Stock, by registered or certified mail, and to the
holders of the Rights Certificates by first-class mail.  If the

                                      -70-

<PAGE>

Rights Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent.  If the
Company shall fail to make such appointment within a period of thirty (30) days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Rights Certificate (who shall, with such notice, submit his
or her Rights Certificate for inspection by the Company), then any registered
holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or
of the State of Illinois (or of any other state of the United States so long as
such corporation is authorized to do business as a banking institution in the
State of Illinois), in good standing, having an office or agency in the State of
New York, which is authorized under such laws to exercise corporate trust or
stock transfers powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $100,000,000.  After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and

                                      -71-

<PAGE>

transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further reasonable assurance, conveyance,
act or deed necessary for the purpose.  Not later than the effective date of any
such appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Rights Certificates.  Failure to give any notice provided for in this
Section 21 or any defect therein shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

          Section 22.  ISSUANCE OF NEW RIGHTS CERTIFICATES.

          Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Purchase Price and the
number of kind or class of shares or other securities or property purchasable
under the Rights Certificates made in accordance with the provisions of this
Agreement.  In addition, in connection with the issuance or sale of shares of
Common Stock following the Distribution Date and prior to the redemption or
expiration of the Rights, the Company (a) shall, with respect to shares of

                                      -72-

<PAGE>

Common Stock so issued or sold pursuant to the exercise of stock options or
under an employee plan or arrangement, granted or awarded prior to the
Distribution Date, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, and (b) may, in any other case, if deemed
necessary of appropriate by the Board of Directors of the Company, issue Rights
Certificates representing an appropriate number of Rights in connection with
such issuance or sale; PROVIDED, HOWEVER, that (i) no such Rights Certificate
shall be issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Rights Certificate
would be issued, and (ii) no such Rights Certificate shall be issued if, and to
the extent that, appropriate adjustment shall otherwise have been made in lieu
of the issuance thereof.

          Section 23.  REDEMPTION AND TERMINATION.

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

                                      -73-

<PAGE>

price of $.01 per Right, as such amount may be appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price").  Notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company'S right of redemption hereunder
has expired.  The Company may, at its option, pay the Redemption Price in cash,
shares of Common Stock (based on the "current market price", as defined in
Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any
other form of consideration deemed appropriate by the Board of Directors.  The
redemption of the Rights by the Board of Directors may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held.  Promptly after the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and the

                                      -74-

<PAGE>

holders of the then outstanding Rights by mailing such notice to all such
holders at each holder'S last address as it appears upon the registry books of
the Rights Agent or, prior to the Distribution Date, on the registry books of
the transfer agent for the Common Stock.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the notice.  Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made.

          Section 24.  EXCHANGE.

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

                                      -75-

<PAGE>

established by the Company for or pursuant to the terms of any such plan),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of fifty percent (50%) or more of the Common Stock then
outstanding.

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

                                      -76-

<PAGE>

Rights (other than Rights which have become void pursuant to the provisions of
Section 7(e) hereof) held by each holder of Rights.

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

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

          (e)  The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock.  In lieu of such fractional shares of Common Stock, there shall be
paid to

                                      -77-

<PAGE>

the registered holders of the Right Certificates with regard to which such
fractional shares of Common Stock would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole share of
Common Stock.  For the purposes of this subsection (e), the current market value
of a whole share of Common Stock shall be the closing price of a share of Common
Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)
for the Trading Day immediately prior to the date of exchange pursuant to this
Section 24.

          Section 25.  NOTICE OF CERTAIN EVENTS.

          (a)  In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holder of
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with

                                       -78

<PAGE>

Section 11(o) hereof), or to effect any sale or other transfer (or to permit one
or more of its Subsidiaries to effect any sale or other transfer), in one
transaction or a series of related transactions, of more than 50% of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company and/or any of its Subsidiaries
in one or more transactions each of which complies with Section 11(o) hereof),
or (v) to effect the liquidation, dissolution or winding up of the Company,
then, in each such case, the Company shall give to each holder of a Rights
Certificate, to the extent feasible and in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, distribution of rights or warrants, or the date
on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Preferred Stock, if any
such date is to be fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least twenty (20) days prior to
the record date for determining holders of the shares of Preferred Stock for
purposes of such action, and in the case of any such other action, at least
twenty (20) days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the shares of Preferred Stock,
whichever shall be the earlier.

                                      -79-

<PAGE>

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

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

          Allegiance Corporation
          _____________________________
          _____________________________
          _____________________________
          Attention:  Corporate Secretary


Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class

                                      -80-

<PAGE>

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

          _____________________________
          _____________________________
          _____________________________
          _____________________________
          Attention:  _________________


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

          Section 27.  Supplements and Amendments.  The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Rights Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to the Rights
which the Company may deem necessary or desirable, any such supplement or
amendment to be evidenced by a writing signed by the Company and the Rights
Agent; PROVIDED, HOWEVER, that from and after such time as any Person becomes an
Acquiring Person, this Agreement shall not be amended in any manner which would
adversely affect the interests of the holders

                                      -81-

<PAGE>

of Rights.  Prior to the Distribution Date, the interest of the holders of
Rights shall be deemed coincident with the interests of the holders of Common
Stock.  Without limiting the foregoing, the Company may at any time prior to
such time as any Person becomes an Acquiring Person amend this Agreement to
lower the thresholds set forth in Sections 1(a) and 3(a) to a percentage that
(subject to exceptions for specified Persons or Groups excepted from the
definition of "Acquiring Person") is not less than the greater of (i) the sum of
 .001% and the largest percentage of the outstanding shares of Common Stock then
known by the Company to be beneficially owned by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, any Person organized, appointed or
established by the Company for or pursuant to the terms of any such plan or, to
the extent excepted from the definition of "Acquiring Person", other Specified
Persons or Groups) and (ii) 10.0%.

          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.  DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding

                                      -82-

<PAGE>

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

          Section 30.  BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement
shall be construed to give to any Person other

                                      -83-

<PAGE>

than the Company, the Rights Agent and the registered holders of the Rights
Certificates (and, prior to the Distribution Date, registered holders of the
Common Stock) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, registered holders of the Common Stock).

          Section 31.  SEVERABILITY.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
PROVIDED, HOWEVER, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the close of business on the
tenth day following the date of such determination by the Board of Directors of
the Company.

                                      -84-

<PAGE>

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

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

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



                                      -85-

<PAGE>

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

Attest:                            ALLEGIANCE CORPORATION


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





Attest:                            [RIGHTS AGENT]



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



                                      -86-

<PAGE>
                                                                       Exhibit A




                           CERTIFICATE OF DESIGNATION
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
ALLEGIANCE CORPORATION




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



          The undersigned do hereby certify that the following resolution was
duly adopted by the Board of Directors of Allegiance Corporation, a Delaware
corporation (the "Corporation"), at a meeting duly convened and held on
          , 1996, at which a quorum was present and acting throughout:

          RESOLVED, that pursuant to the authority vested in the board of
directors of the Corporation by the Certificate of Incorporation, the board of
directors does hereby create, authorize and provide for the issue of a series of
Preferred Stock, [WITHOUT] par value, of the Corporation, to be designated
"Series A Junior Participating Preferred Stock" (hereinafter referred to as the
"Series A Preferred Stock"), initially consisting of            shares, and to
the extent that the designations, powers, preferences and relative and other
special rights and the qualifications, limitations or restrictions of the Series
A Preferred Stock are not stated and expressed in the Certificate of
Incorporation, does hereby fix and herein state and express such designations,
powers, preferences and relative and other special rights and the
qualifications, limitations and restrictions thereof, as follows (all terms used
herein which are defined in the Certificate of Incorporation shall be deemed to
have the meanings provided therein):

          Section 1.  DESIGNATION AND AMOUNT.  The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" and the number
of shares constituting such series shall be           .

          Section 2.  DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Preferred Stock with

<PAGE>
respect to dividends, the holders of shares of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the       day of           ,           ,            and               in
each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $.01 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Preferred Stock.  In the event the Corporation shall at any time after
           , 1996 (the "Rights Declaration Date") (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a small number
of shares, then in each case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

          (B)  The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); PROVIDED, HOWEVER, that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking prior to and
superior to the shares of Series A Preferred Stock with respect to dividends, a
dividend of $.01 per share on the Series A Preferred Stock shall nevertheless by
payable on such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the

                                       A-2

<PAGE>

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

          Section 3.  VOTING RIGHTS.

          The holders of shares of Series A Preferred Stock shall have the
following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

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

          (C)  (i)  If at any time dividends on any Series A Preferred Stock
     shall be in arrears in an amount equal to

                                       A-3

<PAGE>

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

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

          (iii)  Unless the holders of Preferred Stock shall, during an existing
     default period, have previously exercised their right to elect Directors,
     the Board of Directors may order, or any stockholder or stockholders owning
     in the aggregate not less than ten percent (10%) of the total number of
     shares of Preferred Stock outstanding, irrespective of series, may request,
     the calling of special

                                       A-4

<PAGE>

     meeting of the holders of Preferred Stock, which meeting shall thereupon be
     called by the Chairman of the Board, the President, a Vice-President or the
     Secretary of the Corporation.  Notice of such meeting and of any annual
     meeting at which holders of Preferred Stock are entitled to vote pursuant
     to this paragraph (C)(iii) shall be given to each holder of record of
     Preferred Stock by mailing a copy of such notice to him or her at his or
     her last address as the same appears on the books of the Corporation.  Such
     meeting shall be called for a time not earlier than 10 days and not later
     than 50 days after such order or request, or in default of the calling of
     such meeting within 50 days after such order or request, such meeting may
     be called on similar notice by any stockholder or stockholders owning in
     the aggregate not less than ten percent (10%) of the total number of shares
     of Preferred Stock outstanding.  Notwithstanding the provisions of this
     paragraph (C)(iii), no such special meeting shall be called during the
     period within 50 days immediately preceding the date fixed for the next
     annual meeting of the stockholders.

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

          (v)  Immediately upon the expiration of a default period, (x) the
     right of the holders of Preferred Stock as a class to elect Directors shall
     cease, (y) the term of any Directors elected by the holders of Preferred
     Stock as a class shall terminate, and (z) the number of Directors shall be
     such number as may be provided for in the certificate of incorporation or
     by-laws irrespective of any increase made pursuant to the provisions of
     paragraph (C)(ii) of this Section 3 (such number being subject, however, to
     change thereafter in any manner provided by law or in the certificate of
     incorporation or by-laws).  Any vacancies in

                                       A-5

<PAGE>

     the Board of Directors effected by the provisions of clauses (y) and (z) in
     the preceding sentence may be filled by a majority of the remaining
     Directors.

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


          Section 4.  CERTAIN RESTRICTIONS.

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

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

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

          (iv)  purchase or otherwise acquire for consideration any shares
     of Series A Preferred Stock, or any shares of capital stock ranking on
     a parity with the Series A Preferred Stock, except in accordance with


                                       A-6

<PAGE>

     a purchase offer made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such terms as the
     Board of Directors, after consideration of the respective annual dividend
     rates and other relative rights and preferences of the respective series
     and classes, shall determine in good faith will result in fair and
     equitable treatment among the respective series or classes.

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

          Section 5.  REACQUIRED SHARES.

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

          Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

          (A)  Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of capital stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment
(the "Series A Liquidation Preference").  Following the payment of the full
amount of the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as
set forth in subparagraph C below to reflect such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock) (such number
in clause (ii), the "Adjustment Number").  Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Preferred Stock and Common Stock,
respectively, and the payment
                                       A-7

<PAGE>


of liquidation preferences of all other shares of capital stock which rank prior
to or on a parity with Series A Preferred Stock, holders of Series A Preferred
Stock and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

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

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

          Section 7.  CONSOLIDATION, MERGER, ETC.

          In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of capital stock, securities, cash and/or any other
property (payable in kind), as the case may be, for which or into which each
share of Common Stock is exchanged or changed.  In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by

                                       A-8

<PAGE>

multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          Section 8.  NO REDEMPTION.

          The shares of Series A Preferred Stock shall not be redeemable.

          Section 9.  RANKING.

          The Series A Preferred Stock shall rank junior to all other series of
the Corporation's Preferred Stock as to the payment of dividends and the
distribution of assets, whether or not upon the dissolution, liquidation or
winding up of the Corporation, unless the terms of any such series shall provide
otherwise.

          Section 10.  AMENDMENT.

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

          Section 11.  FRACTIONAL SHARES.

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


                                       A-9

<PAGE>

          IN WITNESS WHEREOF, _______________________ has caused its corporate
seal to be hereunto affixed and this certificate to be signed by_______________,
its __________, and the same to be attested to by _____________, its __________,
this _____ day of ____________, 1996.



                                   ALLEGIANCE CORPORATION



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


(Corporate Seal)

Attest:




________________________







                                      A-10

<PAGE>

                                                                       EXHIBIT B




                          [Form of Rights Certificate]


Certificate No. R-                                             __________ Rights


NOT EXERCISABLE AFTER __________, 2006 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.]








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

<PAGE>

                               Rights Certificate

                             ALLEGIANCE CORPORATION


          This certifies that _______________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of __________, 1996 (the "Rights Agreement"), between
Allegiance Corporation, a Delaware corporation (the "Company"), and ____________
___________, a _______________ corporation (the "Rights Agent"), to purchase
from the Company at any time prior to 5:00 P.M. (Chicago time) on _____________,
2006 at the office or offices of the Rights Agent designated for such purpose,
or its successors as Rights Agent, one one-hundredth of a fully paid,
nonassessable share of Series A Junior Participating Preferred Stock (the
"Preferred Stock") of the Company, at a purchase price of $___ per one one-
hundredth of a share (the "Purchase Price"), upon presentation and surrender of
this Rights Certificate with the Form of Election to Purchase and related
Certificate duly executed.  The number of Rights evidenced by this Rights
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of ______________, ____, based on the Preferred
Stock as constituted at such date.  The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights

                                       B-2

<PAGE>

Agreement) that a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued.

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

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

          This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms,

                                       B-3

<PAGE>

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

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

                                       B-4

<PAGE>

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may, in each case at the option of the Company, be
(i) redeemed by the Company at its option at a redemption price of $.01 per
Right or (ii) exchanged in whole or in part for shares of Common Stock or other
securities of the Company.  Immediately upon the action of the Board of
Directors of the Company authorizing redemption, the Rights will terminate and
the only right of the holders of Rights will be to receive the redemption price.

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

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

                                       B-5

<PAGE>

to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or, to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.

                                       B-6

<PAGE>


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

          WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.
Dated as of           , 19
            ------- --    --

ATTEST:                                 ALLEGIANCE CORPORATION



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


Countersigned:


[RIGHTS AGENT]



By:
     --------------------
     Authorized Signature

                                       B-7

<PAGE>

                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

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



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

Dated: ___________________,____



                                   _____________________________
                                   Signature


Signature Guaranteed:


                                   CERTIFICATE


          The undersigned hereby certifies by checking the appropriate boxes
that:
               (1)  this Rights Certificate [ ] is [ ] is not being sold,
     assigned and transferred by or on behalf of

                                       B-8

<PAGE>

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

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

Dated: _______, ____               ____________________________
                                   Signature

Signature Guaranteed:


                                     NOTICE


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

                                       B-9

<PAGE>


                          FORM OF ELECTION TO PURCHASE
                      (To be executed if holder desires to
                       exercise Rights represented by the
                              Rights Certificate.)


TO:  ALLEGIANCE CORPORATION

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

Please insert social security
or other identifying number

________________________________________________________________
                    (Please print name and address)

________________________________________________________________


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

                                      B-10

<PAGE>

Please insert social security
or other identifying number

_________________________________________________________________
               (Please print name and address)

_________________________________________________________________


Dated:  _____________, ____

                         ________________________________________
                         Signature
Signature Guaranteed:


                                   CERTIFICATE

          The undersigned hereby certifies by checking the appropriate boxes
that:

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

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

Dated: _________, ____        __________________________________
                              Signature

Signature Guaranteed:

                                      B-11

<PAGE>

                                     NOTICE

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






                                      B-12

<PAGE>
                                                                       Exhibit C



                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK


          On __________, 1996, the Board of Directors of Allegiance Corporation
(the "Company") declared a dividend distribution of one Right for each
outstanding share of the Company'S common stock, $___ par value per share
("Common Stock"), to stockholders of record at the close of business on
__________, 1996.  Each Right entitles the registered holder to purchase from
Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A
Junior Participating Preferred Stock, without par value (the "Preferred Stock"),
at a Purchase Price of $___ per Unit, subject to adjustment.  The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") dated as of _______________, 1996 between the Company and [RIGHTS
AGENT], as Rights Agent.

          Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed.  The Rights will separate from the Common
Stock and the Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 15% or more of such outstanding shares of
Common Stock.

          Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) and Common Stock certificates issued after          ,
1996 will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.

          Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.

          The Rights are not exercisable until the Distribution Date and will
expire at the close of business on __________, 2006, unless earlier redeemed by
the Company as described below.

<PAGE>

          As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
certificates alone will represent the Rights.  Except as otherwise provided in
the Rights Agreement, only shares of Common stock issued prior to the
Distribution Date will be issued with Rights.

          In the event that, at any time following the Distribution Date, a
person or group becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock (an "Acquiring Person"), each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
having a value equal to two times the exercise price of the Right.  If an
insufficient number of shares of Common Stock is authorized for issuance, then
the Board would be required to substitute cash, property or other securities of
the Company for the Common Stock.  Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the occurrence of the event set
forth in this paragraph until such time as the Rights are no longer redeemable
by the Company as set forth below.

          For example, at an exercise price of $___ per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $___
worth of Common Stock (or other consideration, as noted above) for $___.
Assuming that the Common Stock had a per share value of $___ at such time, the
holder of each valid Right would be entitled to purchase ___ shares of Common
Stock for $___.

          In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, or (ii) 50%
or more of the Company'S assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price of
the Right.  The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."  In addition, the Rights
may be exchanged, in whole or in part, for shares of the Common Stock, or shares
of Preferred Stock having essentially the same value or economic rights as such
shares.

                                       C-2

<PAGE>

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

          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price.  No fractional Units will be issued and, in lieu hereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.

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

          In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) at any time until
ten days following the Stock Acquisition Date.  Immediately upon the action of
the Board of Directors authorizing any redemption, the Rights will terminate and
the only right of the holders of Rights will be to receive the redemption price.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.  While the distribution of the rights will not
result in the recognition of taxable income by stockholders or the Company,
stockholders may, depending upon the circumstances, recognize taxable income in
the event that the Rights become exercisable for Common Stock (or other
consideration of the Company or for Common Stock of the acquiring company as set
forth above.

                                       C-3

<PAGE>

          The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
shares of Common Stock then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons and (ii) 10%, except that
from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.

          A copy of the Rights Agreement is available free of charge from the
Rights Agent.  This description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.






                                       C-4
