Anicom Inc – ‘8-A12G’ on 3/22/99 – EX-1

As of:  Monday, 3/22/99   ·   Accession #:  935802-99-4   ·   File #:  0-25364

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8-A                                               7     26K 
 2: EX-1        Underwriting Agreement                                54    220K 

EX-1   —   Underwriting Agreement
Exhibit Table of Contents

EX-1
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--------------------------------------------------------------------------------

Anicom, Inc.

 and

 Harris Trust and Savings Bank

Rights Agent

Rights Agreement

Dated as of March 17, 1999

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

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                          TABLE OF CONTENTS                                          
                                                                                 Page
                                                                                     
Section 1.   Certain Definitions.................................................  1 
Section 2.   Appointment of Rights Agent.........................................  4 
Section 3.   Issuance of Rights Certificates.....................................  4 
Section 4.   Form of Rights Certificates.........................................  6 
Section 5.   Countersignature and Registration...................................  7 
Section 6.   Transfer, Split-Up, Combination and Exchange of Rights                  
             Certificates; Mutilated, Destroyed, Lost or Stolen Rights               
             Certificates........................................................  8 
Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights.......  9 
Section 8.   Cancellation and Destruction of Rights Certificates................. 10 
Section 9.   Availability of Capital Stock....................................... 11 
Section 10.  Preferred Shares Record Date........................................ 12 
Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or              
             Number of Rights.................................................... 13 
Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.......... 20 
Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning          
             Power............................................................... 20 
Section 14.  Fractional Rights and Fractional Shares............................. 23 
Section 15.  Rights of Action.................................................... 24 
Section 16.  Agreement of Rights Holders......................................... 25 
Section 17.  Rights Certificate Holder Not Deemed a Stockholder.................. 25 
Section 18.  Concerning the Rights Agent......................................... 25 
Section 19.  Merger or Consolidation or Change of Name of Rights Agent........... 26 
Section 20.  Duties of Rights Agent.............................................. 27 
Section 21.  Change of Rights Agent.............................................. 29 
Section 22.  Issuance of New Rights Certificates................................. 30 
Section 23.  Redemption.......................................................... 30 
Section 24.  Exchange............................................................ 31 
Section 25.  Notice of Certain Events............................................ 32 
Section 26.  Notices............................................................. 33 
Section 27.  Supplements and Amendments.......................................... 34 
Section 28.  Determination and Actions by the Board of Directors, etc............ 34 
Section 29.  Successors.......................................................... 35 
Section 30.  Benefits of this Agreement.......................................... 35 
Section 31.  Severability........................................................ 35 
Section 32.  Governing Law....................................................... 35 
Section 33.  Counterparts........................................................ 35 
Section 34.  Descriptive Headings................................................ 35 

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Exhibit A -  Form of Certificate of Designations of Series C Junior                  
             Participating Preferred Stock of Anicom, Inc. ......................A-1 

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

Exhibit C -  Summary of Rights to Purchase Preferred Shares......................C-1 


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RIGHTS AGREEMENT

         Agreement, dated as of March 17, 1999, between Anicom, Inc., a Delaware
corporation  (the  "Company"),  and Harris Trust and Savings  Bank,  an Illinois
banking corporation (the "Rights Agent").                                       

         The Board of Directors of the Company  (the "Board of  Directors")  has
authorized  and declared a dividend of one  preferred  share  purchase  right (a
"Right")  for  each  Common  Share  (as  hereinafter  defined)  of  the  Company
outstanding on March 31, 1999 (the "Record Date"),  each Right  representing the
right to  purchase  one  one-thousandth  of a  Preferred  Share (as  hereinafter
defined), upon the terms and subject to the conditions herein set forth, and has
further  authorized  and directed the issuance of one Right with respect to each
Common  Share that shall  become  outstanding  between  the Record  Date and the
earliest of the Distribution  Date, the Redemption Date and the Final Expiration
Date (as such terms are hereinafter defined).                                   

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

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

                  (a) "Acquiring  Person" shall mean any Person (as such term is
         hereinafter  defined) who or which,  together with all  Affiliates  and
         Associates  (as such terms are  hereinafter  defined)  of such  Person,
         shall be the Beneficial  Owner (as hereinafter  defined) of 15% or more
         of the Common  Shares of the Company  then  outstanding,  but shall not
         include (i) the Company,  (ii) any Subsidiary (as hereinafter  defined)
         of the Company,  (iii) any employee  benefit plan of the Company or any
         Subsidiary  of the  Company,  (iv) any entity  organized,  appointed or
         established  by the Company  for, or pursuant to the terms of, any such
         plan,   or  (v)  any  member  or  members   of  the   Anixter   Family.
         Notwithstanding  the  foregoing,  no Person shall become an  "Acquiring
         Person" as the  result of (a) an  acquisition  of Common  Shares by the
         Company  which,  by reducing the number of Common  Shares  outstanding,
         increases the proportionate  number of Common Shares beneficially owned
         by such Person to 15% or more of the Common  Shares of the Company then
         outstanding  or (b) the  acquisition  by such  Person  of newly  issued
         Common  Shares  directly from the Company (it being  understood  that a
         purchase from an underwriter or other intermediary is not directly from
         the  Company);   provided,  however,  that  if  a  Person  becomes  the
         Beneficial  Owner of 15% or more of the  Common  Shares of the  Company
         then  outstanding  by reason of share  purchases  by the Company or the
         receipt of  newly-issued  Common Shares  directly from the Company and,
         after such share purchases or direct  issuance by the Company,  becomes
         the Beneficial Owner of any additional Common Shares of the Company and
         is the  Beneficial  Owner of 15% or more of the  Common  Shares  of the
         Company  then  outstanding,  then such Person  shall be deemed to be an
         "Acquiring  Person".  Notwithstanding  the  foregoing,  if the Board of
         Directors determines in good faith that a Person who would otherwise be
         an "Acquiring Person", as defined pursuant to the foregoing  provisions
of this Section 1(a),                                         

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         has become such  inadvertently,  and such Person divests as promptly as
         practicable  a sufficient  number of Common  Shares so that such Person
         would no longer be an  Acquiring  Person,  as defined  pursuant  to the
         foregoing  provisions of this Section 1(a),  then such Person shall not
         be  deemed  to be an  "Acquiring  Person"  for  any  purposes  of  this
Agreement.                                                    

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

                  (c) "Anixter  Family" shall mean Alan B.  Anixter,  William R.
         Anixter,  Scott C. Anixter,  their spouses, heirs and any group (within
         the meaning of Section  13(d)(3) of the  Exchange  Act) of which any of
         the foregoing Persons is a member for purposes of acquiring, holding or
         disposing of Common Shares, any trust established by or for the benefit
         of any of the foregoing  and any other Person  controlled by or for the
benefit of any of the foregoing.                              

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

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

                            (ii)  which  such  Person  or any of  such  Person's
                  Affiliates or Associates,  directly or indirectly, has (A) the
                  right  to  acquire   (whether   such   right  is   exercisable
                  immediately or only after the passage of time) pursuant to any
                  agreement,  arrangement or understanding (other than customary
                  agreements  with and between  underwriters  and selling  group
                  members  with  respect  to a  bona  fide  public  offering  of
                  securities),  or  upon  the  exercise  of  conversion  rights,
                  exchange rights,  rights,  warrants or options,  or otherwise;
                  provided,  however,  that a Person  shall  not be  deemed  the
                  Beneficial  Owner of, or to  beneficially  own, (x) securities
                  tendered  pursuant to a tender or exchange offer made by or on
                  behalf of such Person or any of such  Person's  Affiliates  or
                  Associates  until such  tendered  securities  are accepted for
                  purchase or exchange, (y) securities issuable upon exercise of
                  Rights at any time  prior to the  occurrence  of a  Triggering
                  Event (as hereinafter defined) or (z) securities issuable upon
                  exercise  of  Rights  from,  and after  the  occurrence  of, a
                  Triggering  Event which Rights were acquired by such Person or
                  any of such Person's  Affiliates  or  Associates  prior to the
                  Distribution  Date 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;  or (B) the sole or shared right to vote
                  or  dispose   pursuant  to  any   agreement,   arrangement  or
                  understanding;  provided,  however, that a Person shall not be
                  deemed the Beneficial  Owner of, or to  beneficially  own, any
                  security if the  agreement,  arrangement or  understanding  to
vote such                                   

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                  security (1) arises  solely from a revocable  proxy or consent
                  given to such Person in response to a public  proxy or consent
                  solicitation  made  pursuant to, and in accordance  with,  the
                  applicable  rules  and  regulations   promulgated   under  the
                  Exchange Act and (2) is not also then  reportable  on Schedule
                  13D or Schedule 13G under the Exchange Act (or any  comparable
                  or successor  report);  or (C)  "beneficial  ownership" of (as
                  determined  pursuant  to Rule 13d-3 of the  General  Rules and
Regulations under the Exchange Act); 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  written or oral (other than customary
                  agreements  with and between  underwriters  and selling  group
                  members  with  respect  to a  bona  fide  public  offering  of
                  securities),  for the purpose of  acquiring,  holding,  voting
                  (except to the extent  contemplated  by the proviso to Section
               1(d)(ii)(B)) or disposing of any securities of the Company.

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

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

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

                  (g) "Common Shares" shall mean the shares of Common Stock, par
         value  $.001 per share,  of the  Company,  except that when the context
         refers to "Common  Shares" of any Person  other than the  Company  such
         term shall mean the capital  stock (or equity  interest)  of such other
         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)  "Distribution  Date"  shall have the meaning set forth in
Section 3 hereof.                                                               

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

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

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

                  (l)  "Preferred  Shares"  shall mean shares of Series C Junior
         Participating Preferred Stock, par value $.01 per share, of the Company
         having the rights and  preferences set forth in the Form of Certificate
of Designations attached to this Agreement as Exhibit A.      

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

                  (n) "Section 11(a)(ii) Event" shall mean an event described in
Section 11(a)(ii) hereof.                                     

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

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

                  (q) "Triggering Event" shall mean a Section 11(a)(ii) Event or
an event described in Section 13(a) hereof.                   

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights  Agent to act as agent for the Company in  accordance  with the terms and
conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
Company  may from  time to time  appoint  such  co-Rights  Agents as it may deem
necessary or desirable.                                                         

Section 3.  Issuance of Rights Certificates.                  

                  (a) Until the  earlier  of (i) the  Close of  Business  on the
         tenth  day  after  the  Shares  Acquisition  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  prior to such time as
         any  Person  becomes  an  Acquiring  Person)  after  the  date  of  the
         commencement  by any  Person  (other  than the  Company,  any member or
         members of the Anixter  Family,  any  Subsidiary  of the  Company,  any
         employee  benefit  plan  of the  Company  or of any  Subsidiary  of the
         Company or any person or entity organized,  appointed or established by
         the Company  for, or pursuant to the terms of, any such plan) of, or of
the first public                                              

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         announcement  of the  intention of any Person  (other than the Company,
         any member or members of the  Anixter  Family,  any  Subsidiary  of the
         Company,  any employee benefit plan of the Company or of any Subsidiary
         of  the  Company  or any  person  or  entity  organized,  appointed  or
         established  by the Company  for, or pursuant to the terms of, any such
         plan) to commence, a tender or exchange offer the consummation of which
         would  result in any Person  becoming  the  Beneficial  Owner of Common
         Shares  aggregating 15% or more of the then  outstanding  Common Shares
         (including  any such date which is after the date of this Agreement and
         prior to the  issuance of the  Rights;  the earlier of such dates being
         herein referred to as the "Distribution  Date"), (x) the Rights will be
         evidenced  (subject to the  provisions  of Section  3(b) hereof) by the
         certificates  for Common Shares  registered in the names of the holders
         thereof (which certificates shall also be deemed to be certificates for
         Rights)  and  not by  separate  certificates,  (y) the  Rights  will be
         transferable  only in connection with the transfer of Common Shares and
         (z) each  transfer  of  Common  Shares  (including  a  transfer  to the
         Company) shall constitute a transfer of the Rights associated with such
         Common Shares. As soon as practicable after the Distribution  Date, the
         Company will prepare and  execute,  the Rights Agent will  countersign,
         and the  Company  will send or cause to be sent (and the  Rights  Agent
         will, if requested, send at the expense of the Company) by first-class,
         insured,  postage-prepaid  mail, to each record holder of Common Shares
         as of the Close of Business on the Distribution Date, at the address of
         such holder shown on the records of the Company, a Rights  Certificate,
         in substantially the form of Exhibit B hereto (a "Rights Certificate"),
         evidencing  one  Right  for  each  Common  Share  so  held.  As of  the
         Distribution  Date, the Rights will be evidenced  solely by such Rights
Certificates.                                                 

                  (b) On the Record Date, or as soon as practicable  thereafter,
         the  Company  will  send a copy of a  Summary  of  Rights  to  Purchase
         Preferred  Shares,  in substantially  the form of Exhibit C hereto (the
         "Summary of Rights"),  by  first-class,  postage-prepaid  mail, to each
         record  holder of Common  Shares  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 Common Shares outstanding as
         of the Record Date,  until the  Distribution  Date,  the Rights will be
         evidenced by such  certificates  registered in the names of the holders
         thereof together with a copy of the Summary of Rights attached thereto.
         Until the  Distribution  Date (or the earlier of the Redemption Date or
         the  Final  Expiration   Date),  the  surrender  for  transfer  of  any
         certificate  for Common Shares  outstanding on the Record Date, with or
         without a copy of the Summary of Rights  attached  thereto,  shall also
         constitute the transfer of the Rights associated with the Common Shares
represented thereby.                                          

                  (c)  Certificates  for Common Shares which become  outstanding
         (including, without limitation, reacquired Common Shares referred to in
         the last  sentence  of this  Section 3 (c)) after the  Record  Date but
         prior to the earliest of the Distribution  Date, the Redemption Date or
         the Final  Expiration Date shall have impressed on, printed on, written
on or otherwise affixed to them the following legend:         

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                  This certificate also evidences and entitles the holder hereof
                  to certain rights as set forth in a Rights  Agreement  between
                  Anicom,  Inc.  and Harris  Trust and Savings  Bank dated as of
                  March 17, 1999 (the  "Rights  Agreement"),  the terms of which
                  are  hereby  incorporated  herein by  reference  and a copy of
                  which is on file at the principal executive offices of Anicom,
                  Inc. 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.  Anicom,  Inc.  will  mail to the  holder of this
                  certificate a copy of the Rights  Agreement,  without  charge,
                  after receipt of a written request  therefor.  As described in
                  the Rights Agreement,  Rights issued to any Person who becomes
                  an Acquiring Person or any Associate or Affiliate  thereof (as
                  such terms are defined in the Rights  Agreement)  shall become
null and void.                              

         With respect to such  certificates  containing  the  foregoing  legend,
         until the  Distribution  Date,  the Rights  associated  with the Common
         Shares  represented  by such  certificates  shall be  evidenced by such
         certificates  alone,  and  the  surrender  for  transfer  of  any  such
         certificate shall also constitute the transfer of the Rights associated
         with the  Common  Shares  represented  thereby.  In the event  that the
         Company  purchases or acquires any Common  Shares after the Record Date
         but prior to the  Distribution  Date, any Rights  associated  with such
         Common Shares shall be deemed  canceled and retired so that the Company
         shall not be entitled to exercise any Rights associated with the Common
Shares which are no longer outstanding.                       

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
         be substantially the same as 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 terms,  provisions and restrictions
         elsewhere  herein,  the Rights  Certificates  shall entitle the holders
         thereof to purchase such number of one  one-thousandths  of a Preferred
         Share as shall be set forth therein at the price per one one-thousandth
         of a Preferred Share set forth therein (the "Purchase Price"),  but the
         amount and type of  securities  purchasable  upon the  exercise of each
         Right and the Purchase Price shall be subject to adjustment as provided
herein.                                                       

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                  (b) Any Rights  Certificate issued pursuant to Section 3(a) or
         Section 22 hereof that represents Rights  beneficially owned by: (i) an
         Acquiring Person or any Associate or Affiliate of an Acquiring  Person,
         (ii) a transferee of an Acquiring  Person (or of any such  Associate or
         Affiliate) who becomes a transferee  after the Acquiring  Person became
         an Acquiring  Person,  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 an Acquiring Person
         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,  whether  written  or oral,  regarding  the  transferred
         Rights or (B) a transfer which the Board of Directors has determined in
         good faith is part of a plan,  arrangement  or  understanding,  whether
         written or oral,  which has as a primary purpose or effect avoidance of
         the  second  paragraph  of  Section  11(a)(ii)  hereof,  and any Rights
         Certificate  issued  pursuant  to Section 6 or  Section 11 hereof  upon
         transfer,  exchange,  replacement  or  adjustment  of any other  Rights
         Certificate referred to in this sentence,  shall contain (to the extent
feasible) the following legend:                               

                  The Rights  represented by this Rights Certificate are or were
                  beneficially  owned by a Person who was or became an Acquiring
                  Person or an Affiliate or Associate of an Acquiring Person (as
                  such terms are defined in the Rights Agreement).  Accordingly,
                  this Rights  Certificate and the Rights represented hereby may
                  become  null and void in the  circumstances  specified  in the
                  second paragraph of Section 11(a)(ii) of the Rights Agreement.

         The provisions of the second paragraph of Section 11(a)(ii) shall apply
whether or not any Rights Certificate actually contains the foregoing legend.   

         Section 5.  Countersignature and Registration.  The Rights Certificates
shall be  executed on behalf of the  Company by its  Chairman of the Board,  its
Chief  Executive  Officer,  its President,  any of its Vice  Presidents,  or its
Treasurer, either manually or by facsimile signature, shall have affixed thereto
the  Company's  seal or a  facsimile  thereof,  and  shall  be  attested  by the
Secretary  or an  Assistant  Secretary  of the  Company,  either  manually or by
facsimile signature.  The Rights Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case any  officer  of the  Company  who  shall  have  signed  any of the  Rights
Certificates   shall   cease  to  be  such   officer  of  the   Company   before
countersignature  by the Rights  Agent and issuance and delivery by the Company,
such Rights Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the Person who signed such Rights Certificates had not ceased to be such officer
of the  Company;  and any  Rights  Certificate  may be  signed  on behalf of the
Company by any Person who, at the actual  date of the  execution  of such Rights
Certificate, shall be a proper officer of the Company to sign                   

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such Rights  Certificate (as described in the first sentence of this Section 5),
although at the date of the  execution of this Rights  Agreement any such Person
was not such an officer.                                                        

         Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at its principal  office,  books for  registration  and transfer of the
Rights  Certificates of each series issued hereunder.  Such books shall show the
names and addresses of the respective  holders of the Rights  Certificates,  the
number of Rights  evidenced on its face by each of the Rights  Certificates  and
the date of each of the Rights Certificates.                                    

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

                  (a)  Subject to the  provisions  of Sections  4(b),  14 and 24
         hereof,  at any time after the Close of  Business  on the  Distribution
         Date,  and at or prior to the Close of  Business  on the earlier of the
         Redemption Date or the Final Expiration Date, any Rights Certificate or
         Rights Certificates (other than Rights Certificates representing Rights
         that have become void pursuant to Section 11(a)(ii) hereof or that have
         been  exchanged  pursuant  to Section 24  hereof)  may be  transferred,
         split-up,  combined or  exchanged  for another  Rights  Certificate  or
         Rights Certificates, entitling the registered holder to purchase a like
         number of one  one-thousandths  of a Preferred Share (or Common Shares,
         other  securities  or  property,  as the  case  may  be) as the  Rights
         Certificate or Rights Certificates surrendered then entitle such holder
         to purchase.  Any  registered  holder  desiring to transfer,  split-up,
         combine or exchange any Rights Certificate or Rights Certificates shall
         make such request in writing  delivered to the Rights Agent,  and shall
         surrender  the  Rights   Certificate  or  Rights   Certificates  to  be
         transferred, split-up, combined or exchanged at the principal office of
         the Rights  Agent.  Neither the Rights  Agent nor the Company  shall be
         obligated to take any action whatsoever with respect to the transfer of
         any such surrendered  Rights  Certificate  until the registered  holder
         shall have completed and signed the  certificate  contained in the form
         of assignment on the reverse side of such Rights  Certificate and shall
         have  provided  such  additional   evidence  of  the  identity  of  the
         Beneficial  Owner  (or  former   Beneficial  Owner)  or  Affiliates  or
         Associates thereof as the Company shall reasonably request.  Thereupon,
         the Rights Agent  shall,  subject to Sections 4 and  11(a)(ii)  hereof,
         countersign  and  deliver  to the  Person  entitled  thereto  a  Rights
         Certificate  or  Rights  Certificates,  as  the  case  may  be,  as  so
         requested. The Company may require payment of a sum sufficient to cover
         any tax or  governmental  charge that may be imposed in connection with
         any transfer, split-up, combination or exchange of Rights Certificates.

                  (b)  Upon  receipt  by the  Company  and the  Rights  Agent of
         evidence   reasonably   satisfactory  to  them  of  the  loss,   theft,
         destruction  or  mutilation  of a Rights  Certificate,  and, in case of
         loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
         satisfactory to them, and, at the Company's  request,  reimbursement to
         the Company and the Rights Agent of all reasonable  expenses incidental
         thereto, and upon surrender to the Rights Agent and cancellation of the
Rights Certificate, if mutilated, the Company will make       

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         and deliver a new Rights  Certificate of like tenor to the Rights Agent
         for delivery to the registered holder in lieu of the Rights Certificate
so lost, stolen, destroyed or mutilated.                      

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

                  (a) Subject to Section 11(a)(ii) hereof, the registered holder
         of any valid  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)  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 of the
         Rights Agent,  together with payment of the Purchase  Price (as defined
         below)  for each one  one-thousandth  of a  Preferred  Share (or Common
         Shares, other securities,  cash or property,  as the case may be) as to
         which the Rights are exercised,  at or prior to the earliest of (i) the
         close of business on March 31, 2009 (the "Final Expiration Date"), (ii)
         the time at which the Rights are  redeemed  as  provided  in Section 23
         hereof (the "Redemption  Date"), or (iii) the time at which such Rights
are exchanged as provided in Section 24 hereof.               

                  (b) The  Purchase  Price  for  each  one  one-thousandth  of a
         Preferred  Share to be issued upon exercise of a Right shall  initially
         be $35.00, shall be subject to adjustment from time to time as provided
         in  Sections  11 and 13 hereof and shall be payable in lawful  money of
     the United States of America in accordance with Section 7(c) below.

                  (c)  Upon  receipt  of  a  Rights   Certificate   representing
         exercisable  Rights,  with the form of  election  to  purchase  and the
         certificate  on  the  reverse  side  of  the  Rights  Certificate  duly
         executed,  accompanied  by payment of the aggregate  Purchase Price for
         the Preferred Shares (or other securities or property,  as the case may
         be) to be purchased and an amount equal to any applicable  transfer tax
         required  to be  paid  by the  holder  of such  Rights  Certificate  in
         accordance  with Section 9 hereof by wire  transfer,  certified  check,
         cashier's check or money order payable to the order of the Company,  or
         such other  payment  method  reasonably  required by the  Company,  the
         Rights  Agent shall  thereupon  promptly (i) (A)  requisition  from any
         transfer agent of the Preferred Shares (or make available if the Rights
         Agent is the transfer agent of the Preferred  Shares)  certificates for
         the number of Preferred  Shares to be purchased and the Company  hereby
         irrevocably  authorizes  its  transfer  agent to  comply  with all such
         requests  or (B)  requisition  from  the  depositary  agent  depositary
         receipts as provided in Section 14(b) hereof,  representing such number
         of one  one-thousandths of a Preferred Share as are to be purchased (in
         which case  certificates for the Preferred  Shares  represented by such
         receipts  shall be deposited by the transfer  agent with the depositary
         agent and the Company  hereby  directs the  depositary  agent to comply
         with such request, (ii) when appropriate,  requisition from the Company
         or such other  entity the amount of cash to be paid in lieu of issuance
         of fractional shares in accordance with Section 14 hereof,  (iii) after
         receipt of such certificates or depositary receipts,  cause the same to
be delivered                                                  

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         to,  or upon  the  order  of,  the  registered  holder  of such  Rights
         Certificate,  registered  in such name or names as may be designated by
         such holder,  and (iv) when  appropriate,  after receipt,  deliver such
         cash to, or upon the order of,  the  registered  holder of such  Rights
         Certificate.  In the event that the Company  elects or is  obligated to
         issue other securities  (including  Common Shares) of the Company,  pay
         cash and/or  distribute other property  pursuant to Section  11(a)(iii)
         hereof,  the Company will make all arrangements  necessary so that such
         other  securities,  cash and/or property are available for distribution
by the Rights Agent, if and when appropriate.                 

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

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

                  (f) Notwithstanding any statement to the contrary contained in
         this Agreement or in any Rights  Certificate,  if the Distribution Date
         or the Shares  Acquisition  Date shall occur prior to the Record  Date,
         the  provisions  of  this  Agreement,  including  (without  limitation)
         Sections 3 and 11(a)(ii),  shall be applicable to the Rights upon their
         issuance to the same extent such provisions  would have been applicable
if the Record Date were the date of this Agreement.           

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

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Section 9.                 Availability of Capital Stock.     

                  (a) The Company  covenants and agrees that it will cause to be
         reserved  and  kept  available  out  of  its  authorized  and  unissued
         Preferred Shares (and, following the occurrence of a Distribution Date,
         out  of  its  authorized  and  unissued   Common  Shares  and/or  other
         securities  or out of its  authorized  and  issued  shares  held in its
         treasury),  the number of  Preferred  Shares (or Common  Shares  and/or
         other securities, as the case may be) that will be sufficient to permit
         the  exercise  in full of all  outstanding  Rights as  provided in this
Agreement.                                                    

                  (b) The  Company  covenants  and agrees  that it will take all
         such action as may be necessary to ensure that all Preferred Shares (or
         Common  Shares and/or other  securities,  as the case may be) delivered
         upon  exercise  of  Rights  shall be,  at the time of  delivery  of the
         certificates  for such Preferred  Shares (or Common Shares and/or other
         securities,  as the case may be) (subject to any  necessary  payment of
         the Purchase Price),  duly and validly  authorized and issued and fully
paid and nonassessable shares.                                

                  (c) The Company further  covenants and agrees that it will pay
         when due and payable any and all federal and state  transfer  taxes and
         charges  which may be payable in respect of the issuance or delivery of
         the Rights  Certificates  or of any Preferred  Shares (or Common Shares
         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  certificates  or depositary  receipts for the Preferred  Shares (or
         Common  Shares and/or other  securities,  as the case may be) in a name
         other than that of,  the  registered  holder of the Rights  Certificate
         evidencing  Rights  surrendered  for exercise or to issue or to deliver
         any certificates or depositary receipts for Preferred Shares (or Common
         Shares and/or other  securities,  as the case may be) upon the exercise
         of any  Rights  until any such tax  shall  have been paid (any such tax
         being payable by the holder of such Rights  Certificate  at the time of
         surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.                         

                  (d) So  long  as the  Preferred  Shares  (and,  following  the
         occurrence  of  a  Distribution   Date,   Common  Shares  and/or  other
         securities,  as the  case may be)  issuable  and  deliverable  upon the
         exercise  of the  Rights  may be listed on any  inter-dealer  quotation
         system or 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 one
         such  system or exchange  upon  official  notice of issuance  upon such
exercise.                                                     

                  (e) The Company  shall use its best efforts to (i) file on the
         appropriate  form, 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  hereunder,  a registration  statement under
the Securities                                                

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         Act of 1933,  as amended  (the "Act"),  with respect to the  securities
         purchasable upon exercise of the Rights,  (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 Final Expiration Date. 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(e),  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, the Company may temporarily  suspend
         the  exercisability  of the Rights  until  such time as a  registration
         statement has been declared effective.  The Company will also take such
         action as may be appropriate  under, or to ensure  compliance with, the
         securities or "blue sky" laws of the various states in connection  with
         the exercisability of the Rights. Notwithstanding any provision of this
         Agreement to the contrary,  the Rights shall not be  exercisable in any
         jurisdiction 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.                                           

         Section 10. Preferred Shares Record Date. Each Person in whose name any
certificate for Preferred Shares (or Common Shares 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 the  Preferred  Shares (or Common
Shares 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  applicable
Purchase Price (and any applicable transfer taxes) was made (or Rights were duly
surrendered  in  exchange  for Common  Shares  pursuant  to Section 24  hereof);
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred  Shares (or Common Shares  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 on, and such  certificate
shall be dated,  the next succeeding  Business Day on which the Preferred Shares
(or Common Shares 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 holder
of Preferred Shares (or Common Shares and/or other  securities,  as the case may
be) 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.                          

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         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
and  obtainable  upon  exercise  of  each  Right,   and  the  number  of  Rights
outstanding,  are  subject to  adjustment  from time to time as provided in this
Section 11 and Section 13 hereof.                                               

                            (a) (i) In the event the  Company  shall at any time
                  after the date of this Agreement (A) declare a dividend on the
                  Preferred  Shares payable in Preferred  Shares,  (B) subdivide
                  the outstanding  Preferred Shares, (C) combine the outstanding
                  Preferred  Shares into a smaller number of Preferred Shares or
                  (D)   issue   any   shares   of  its   capital   stock   in  a
                  reclassification  of the Preferred Shares  (including any such
                  reclassification  in connection with a consolidation or merger
                  in  which  the  Company  is  the   continuing   or   surviving
                  corporation),  except as  otherwise  provided in this  Section
                  11(a),  the Purchase Price in effect at the time of the record
                  date  for  such  dividend  or of the  effective  date  of such
                  subdivision,  combination or reclassification,  and the number
                  and kind of shares of  capital  stock  issuable  on such date,
                  shall be  proportionately  adjusted  so that the holder of any
                  Right  exercised  after such time shall be entitled to receive
                  the  aggregate  number  and kind of  shares of  capital  stock
                  which, if such Right had been exercised  immediately  prior to
                  such date and at a time  when the  Preferred  Shares  transfer
                  books of the Company  were open,  such holder would have owned
                  upon such  exercise and been  entitled to receive by virtue of
                  such dividend,  subdivision,  combination or reclassification;
                  provided, however, that in no event shall the consideration to
                  be paid  upon  the  exercise  of one  Right  be less  than the
                  aggregate  par  value of the  shares of  capital  stock of the
                  Company  issuable  upon  exercise  of one  Right.  If an event
                  occurs which would require  adjustment under both this Section
                  11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided
                  for in this  Section  11(a)(i)  shall be in  addition  to, and
                  shall be made prior to, any  adjustment  required  pursuant to
Section 11(a)(ii) hereof.                   

                                   (ii)  Subject to  Section  24 hereof,  in the
                  event any Person shall become an Acquiring Person, each holder
                  of a valid  Right  shall  thereafter  have a right to receive,
                  upon  exercise  thereof at a price  equal to the then  current
                  Purchase Price multiplied by the number of one one-thousandths
                  of a Preferred Share for which a Right is then exercisable, in
                  accordance  with the terms of this  Agreement,  and in lieu of
                  Preferred Shares,  such number of Common Shares of the Company
                  as shall equal the result obtained by (x) multiplying the then
                  current Purchase Price by the number of one one-thousandths of
                  a Preferred Share for which a Right is then  exercisable,  and
                  dividing that product by (y) 50% of the then current per share
                  market  price  of  the  Company's  Common  Shares  (determined
                  pursuant  to  Section   11(d)  hereof)  on  the  date  of  the
                  occurrence of the event described above. In the event that any
                  Person shall  become an Acquiring  Person and the Rights shall
                  then be  outstanding,  the  Company  shall not take any action
                  which would eliminate or diminish the benefits  intended to be
afforded by the Rights.                     

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                                   From and after the time when a Person becomes
                  an Acquiring Person (a "Section  11(a)(ii)  Event") any Rights
                  that are or were  acquired  or  beneficially  owned by (i) any
                  Acquiring  Person  or  any  Associate  or  Affiliate  of  such
                  Acquiring Person, (ii) a transferee of an Acquiring Person (or
                  of any such  Associate or Affiliate)  who becomes a transferee
                  after the Acquiring Person became an Acquiring Person 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 an Acquiring
                  Person  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,  whether
                  written or oral,  regarding  the  transferred  Rights or (B) a
                  transfer  which the Board of Directors has  determined in good
                  faith is part of a plan, arrangement or understanding, whether
                  written or oral,  which has as a primary purpose or effect the
                  avoidance of this second paragraph of this Section  11(a)(ii),
                  shall  each  be void  and any  holder  of  such  Rights  shall
                  thereafter  have no  exercise or any other  rights  whatsoever
                  with  respect  to such  Rights  under  any  provision  of this
                  Agreement or otherwise.  No Rights Certificate shall be issued
                  pursuant to Section 3, this  Section  11(a)(ii)  or Section 24
                  that  represents  Rights  beneficially  owned by an  Acquiring
                  Person or any  Associate  or  Affiliate  thereof  whose Rights
                  would be void  pursuant to the preceding  sentence;  no Rights
                  Certificate  shall be issued at any time upon the  transfer of
                  any  Rights  to  an  Acquiring  Person  or  any  Associate  or
                  Affiliate  thereof  whose Rights would be void pursuant to the
                  preceding sentence or to any nominee of such Acquiring Person,
                  Associate or Affiliate;  and any Rights Certificate  delivered
                  to the  Rights  Agent for  transfer  to an  Acquiring  Person,
                  Associate  or  Affiliate  thereof  whose  Rights would be void
         pursuant to the preceding sentence shall be canceled.

                                   (iii) In lieu of issuing Common Shares of the
                  Company in  accordance  with  Section  11(a)(ii)  hereof,  the
                  Company may, in the sole discretion of the Board of Directors,
                  elect to (and,  in the event that the Board of  Directors  has
                  not  exercised  the  exchange  right  contained  in Section 24
                  hereof and there are not sufficient issued but not outstanding
                  and  authorized  but  unissued  Common  Shares to  permit  the
                  exercise  in full of the  Rights in  accordance  with  Section
                  11(a)(ii)  hereof,  the Company shall) take all such action as
                  may be necessary to authorize, issue or pay, upon the exercise
                  of the Rights,  cash  (including  by way of a reduction of the
                  Purchase Price), property, other securities or any combination
                  thereof  having an  aggregate  value equal to the value of the
                  Common Shares of the Company which  otherwise  would have been
                  issuable pursuant to Section 11(a)(ii),  which aggregate value
                  shall be determined by the Board of Directors. For purposes of
                  the preceding  sentence,  the value of the Common Shares shall
                  be  determined  pursuant to Section 11(d) hereof and the value
                  of  any  equity   securities  which  the  Board  of  Directors
determines to be a                          

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                  "common stock equivalent"  (including the Preferred Shares, in
                  such ratio as the Board of Directors shall determine) shall be
                  deemed to have the same value as the Common  Shares.  Any such
                  election by the Board of  Directors  must be made and publicly
                  announced within 60 days following the date on which the event
                  described in Section 11(a)(ii) shall have occurred.  Following
                  the  occurrence of the event  described in Section  11(a)(ii),
                  the Board of Directors may suspend the  exercisability  of the
                  Rights  for a period  of up to 60 days  following  the date on
                  which the event  described  in  Section  11(a)(ii)  shall have
                  occurred  to the extent  that the Board of  Directors  has not
                  determined whether to exercise the Company's right of election
                  under  this  Section  11(a)(iii).  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.                      

                  (b) In case  the  Company  shall  fix a  record  date  for the
         issuance of rights,  options or  warrants  to all holders of  Preferred
         Shares  entitling them (for a period  expiring  within 45 calendar days
         after such record date) to subscribe for or purchase  Preferred  Shares
         (or shares having the same rights,  privileges  and  preferences as the
         Preferred  Shares   ("equivalent   preferred  shares"))  or  securities
         convertible into Preferred  Shares or equivalent  preferred shares at a
         price per Preferred  Share or equivalent  preferred  share (or having a
         conversion  price per share, if a security  convertible  into Preferred
         Shares or equivalent  preferred  shares) less than the then current per
         share  market  price of the  Preferred  Shares  (as  defined in Section
         11(d)) 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 Preferred Shares  outstanding
         on such record date plus the number of Preferred  Shares which could be
         purchased  at the  current  per share  market  price for the  aggregate
         offering  price  of  the  total  number  of  Preferred   Shares  and/or
         equivalent  preferred  shares so to be offered  (and/or  the  aggregate
         initial  conversion  price  of  the  convertible  securities  so  to be
         offered) and the  denominator of which shall be the number of Preferred
         Shares  outstanding  on such record date plus the number of  additional
         Preferred Shares and/or  equivalent  preferred shares to be offered for
         subscription or purchase (or into which the  convertible  securities so
         to be offered are initially convertible); provided, however, that in no
         event shall the consideration to be paid upon the exercise of one Right
         be less than the  aggregate par value of the shares of capital stock of
         the  Company  issuable  upon  exercise  of  one  Right.  In  case  such
         subscription  price may be paid in a consideration part or all of which
         shall be in a form  other than  cash,  the value of such  consideration
         shall be as determined  in good faith by the Board of Directors,  whose
         determination  shall be described in a statement  filed with the Rights
         Agent. Preferred Shares owned by or held for the account of the Company
         shall  not  be  deemed   outstanding   for  the  purpose  of  any  such
         computation. Such adjustment shall be made successively whenever such a
         record  date is fixed;  and in the event that such  rights,  options or
         warrants are not so issued,  the Purchase Price shall be adjusted to be
         the  Purchase  Price  which would then be in effect if such record date
had not been fixed.                                           

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                  (c) In case the Company shall fix a record date for the making
         of a distribution to all holders of the Preferred Shares (including any
         such  distribution made in connection with a consolidation or merger in
         which the  Company  is the  continuing  or  surviving  corporation)  of
         evidences of  indebtedness  or assets  (other than a regular  quarterly
         cash   dividend  or  a  dividend   payable  in  Preferred   Shares)  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 then current per share market price of the Preferred
         Shares on such record date,  less the fair market value (as  determined
         in good faith by the Board of Directors,  whose  determination shall be
         described in a statement filed with the Rights Agent) of the portion of
         the assets or evidences of indebtedness so to be distributed or of such
         subscription  rights or warrants  applicable to one Preferred Share and
         the  denominator  of which shall be such current per share market price
         of the Preferred Shares; provided,  however, that in no event shall the
         consideration  to be paid upon the  exercise  of one Right be less than
         the  aggregate  par value of the shares of capital stock of the Company
         to be issued upon exercise of one Right. Such adjustments shall be made
         successively  whenever  such a record  date is fixed;  and in the event
         that such  distribution  is not so made, the Purchase Price shall again
         be adjusted to be the  Purchase  Price which would then be in effect if
such record date had not been fixed.                          

                  (d) (i) For the  purpose  of any  computation  hereunder,  the
         "current per share market price" of any security (a "Security"  for the
         purpose of this Section 11(d)(i)) on any date shall be deemed to be the
         average of the daily closing prices (determined as provided in the next
         sentence)  per share of such  Security for the 30  consecutive  Trading
         Days (as such term is hereinafter  defined)  immediately  prior to such
         date, and for the purpose of any computation  under Section  11(a)(iii)
         hereof,  the "current per share market price" of a Security on any date
         shall be deemed to be the average of the daily closing prices per share
         of  such  Security  for the 30  consecutive  Trading  Days  immediately
         following  such  date;  provided,  however,  that in the event that the
         current per share market price of the Security is  determined  during a
         period following the announcement by the issuer of such Security of (A)
         a dividend or distribution  on such Security  payable in shares of such
         Security or  securities  convertible  into such shares  (other than the
         Rights),  or (B) any subdivision,  combination or  reclassification  of
         such Security and prior to the  expiration of 30 Trading Days after the
         ex-dividend date for such dividend or distribution,  or the record date
         for such  subdivision,  combination or  reclassification,  then, and in
         each  such  case,   the  current  per  share   market  price  shall  be
         appropriately  adjusted to reflect the current  market  price per share
         equivalent  of  such  Security  as  if  such  dividend,   distribution,
         combination  or  reclassification  has not been  declared.  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 on the Nasdaq National Market or, if the Security is
         listed or admitted for trading on a national  exchange,  as reported in
the principal consolidated                                    

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         transaction  reporting system with respect to securities  listed on the
         principal national  securities exchange on which the Security is listed
         or admitted to trading, or, if the Security is not listed on the Nasdaq
         National  Market or 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 any other system then in use, or, if on any such
         date the Security is not quoted by any such  organization,  the average
         of the  closing bid and asked  prices as  furnished  by a  professional
         market maker  making a market in the Security  selected by the Board of
         Directors.  The  term  "Trading  Day"  shall  mean a day on  which  the
         inter-dealer quotation system or principal national securities exchange
         on which the  Security is listed or admitted to trading is open for the
         transaction  of business  or, if the Security is not listed or admitted
         to trading on any inter-dealer  quotation system or national securities
exchange, a Business Day.                                     

                           (ii) For the  purpose of any  computation  hereunder,
         the "current per share market price" of the  Preferred  Shares shall be
         determined in accordance with the method set forth in Section  11(d)(i)
         hereof.  If the Preferred Shares are not publicly traded,  the "current
         per share market price" of the Preferred  Shares shall be  conclusively
         deemed to be the current per share market price of the Common Shares as
         determined  pursuant  to Section  11(d)(i)  (appropriately  adjusted to
         reflect  any  stock  split,  stock  dividend  or  similar   transaction
         occurring  after the date  hereof),  multiplied  by one-  thousand.  If
         neither the Common Shares nor the Preferred Shares are publicly held or
         so listed or traded,  "current per share  market  price" shall mean the
         fair  value  per  share as  determined  in good  faith by the  Board of
         Directors,  whose determination shall be described in a statement filed
with the Rights Agent.                                        

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

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

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         11(c),  and the provisions of Sections 7, 9, 10, 13 and 14 with respect
         to the  Preferred  Shares  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-thousandths  of a  Preferred  Share  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) hereof,  upon each adjustment of the Purchase
         Price as a result of the calculations  made in Sections 11(b) and 11(c)
         hereof, each Right outstanding  immediately prior to the making of such
         adjustment  shall  thereafter  evidence the right to  purchase,  at the
         adjusted  Purchase  Price,  that  number  of one  one-thousandths  of a
         Preferred  Share  (calculated  to the  nearest one  one-millionth  of a
         Preferred  Share)  obtained  by (i)  multiplying  (x) the number of one
         one-thousandths 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
         substitution for any adjustment in the number of one one-thousandths of
         a Preferred Share purchasable upon the exercise of a Right. Each of the
         Rights  outstanding after such adjustment of the number of Rights shall
         be  exercisable  for the number of one  one-thousandths  of a Preferred
         Share  for  which a Right  was  exercisable  immediately  prior to such
         adjustment.  Each Right held of record prior to such  adjustment of the
         number of Rights shall become that number of Rights  (calculated to the
         nearest one ten-thousandth)  obtained by dividing the Purchase Price in
         effect  immediately  prior to adjustment  of the Purchase  Price by the
         Purchase Price in effect  immediately  after adjustment of the Purchase
         Price. The Company shall make a public  announcement of its election to
         adjust  the  number  of  Rights,  indicating  the  record  date for the
         adjustment,  and, if known at the time, the amount of the adjustment to
         be made.  This record date may be the date on which the Purchase  Price
         is adjusted or any day thereafter, but, if the Rights Certificates have
         been  issued,  shall  be at least  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                                          

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         issued,  executed and  countersigned  in the manner provided for herein
         and shall be registered in the names of the holders of record of Rights
       Certificates on the record date specified in the public announcement.

                  (j)  Irrespective  of any adjustment or change in the Purchase
         Price  or  the  number  of one  one-thousandths  of a  Preferred  Share
         issuable  upon the  exercise  of the  Rights,  the Rights  Certificates
         theretofore and thereafter  issued may continue to express the Purchase
         Price and the number of one  one-thousandths of a Preferred Share which
         were expressed in the initial  Rights  Certificates  issued  hereunder,
         without prejudice to the validity of such Rights  Certificate(s) or the
application of the provisions hereof.                         

                  (k) Before  taking any action that would  cause an  adjustment
         reducing the Purchase  Price below one  one-thousandth  of the then par
         value,  if any, of the Preferred  Shares  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 Preferred Shares
at such adjusted Purchase Price.                              

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

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

                  (n) In the  event  that at any  time  after  the  date of this
         Agreement and prior to the Shares  Acquisition  Date, the Company shall
         (i) declare or pay any dividend on the Common Shares  payable in Common
         Shares or (ii) effect a subdivision,  combination or  consolidation  of
     the Common Shares (by reclassification or otherwise than by payment

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         of  dividends  in Common  Shares)  into a greater  or lesser  number of
         Common   Shares,   then  in  any  such  case  (i)  the  number  of  one
         one-thousandths  of a Preferred Share purchasable after such event upon
         proper  exercise of each Right shall be determined by  multiplying  the
         number  of one  one-thousandths  of a  Preferred  Share so  purchasable
         immediately  prior to such event by a fraction,  the numerator of which
         is the number of Common  Shares  outstanding  immediately  before  such
         event and the  denominator  of which is the  number  of  Common  Shares
         outstanding  immediately  after such event,  and (ii) each Common Share
         outstanding immediately after such event shall have issued with respect
         to it that  number  of  Rights  which  each  Common  Share  outstanding
         immediately  prior to such  event had  issued  with  respect to it. The
         adjustments   provided  for  in  this  Section   11(n)  shall  be  made
         successively  whenever  such a dividend  is  declared or paid or such a
subdivision, combination or consolidation is effected.        

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an  adjustment  is made as  provided  in Section 11 and 13 hereof,  the
Company shall promptly (a) prepare a certificate  setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the  Rights  Agent and with each  transfer  agent for the  Common  Shares or the
Preferred Shares a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Rights Certificate in accordance with Section 25 hereof. The
Rights Agent shall be fully protected in relying on any such  certificate and on
any adjustment  therein  contained and shall not be obligated or responsible for
calculating  any  adjustment  nor shall it 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)  If,  after  the  Shares  Acquisition  Date,  directly  or
         indirectly,  (w) the Company shall  consolidate with, or merge with and
         into,  any other  Person,  (x) any Person  shall  consolidate  with the
         Company,  or merge with and into the Company  and the Company  shall be
         the  continuing  or  surviving  corporation  of  such  merger  and,  in
         connection  with  such  merger  or  consolidation  all or  part  of the
         outstanding  Common  Shares are changed into or exchanged  for stock or
         other  securities  of any other  Person (or the Company) or cash or any
         other  property,  (y) the  Company  shall sell,  mortgage or  otherwise
         transfer (or one or more of its  Subsidiaries  shall sell,  mortgage or
         otherwise  transfer),  in one or more  transactions,  assets or earning
         power  aggregating  50% or more of the assets or  earning  power of the
         Company  and its  Subsidiaries  (taken as a whole) to any Person  other
         than the Company or one or more of its  wholly-owned  Subsidiaries,  or
         (z) any  Acquiring  Person or any  Associate  or  Affiliate of any such
         Acquiring  Person,  at any  time  after  the  date of  this  Agreement,
         directly or indirectly,  (A) shall,  in one  transaction or a series of
         transactions,  transfer  any  assets  to the  Company  or to any of its
         Subsidiaries  in exchange (in whole or in part) for Common Shares,  for
         shares of other  equity  securities  of the  Company or for  securities
         exercisable for or convertible into shares of equity  securities of the
         Company  (Common  Shares or  otherwise)  or  otherwise  obtain from the
         Company, with or without  consideration,  any additional shares of such
         equity  securities or securities  exercisable  for or convertible  into
shares of such equity                                         

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         securities  (other  than  pursuant  to a pro rata  distribution  to all
         holders of Common Shares), (B) shall sell, purchase,  lease,  exchange,
         mortgage,  pledge,  transfer or otherwise acquire or dispose of assets,
         in one  transaction or a series of  transactions,  to, from or with the
         Company or any of its Subsidiaries  without obtaining a written opinion
         from a nationally  recognized investment banking firm that the terms of
         such  transaction or  arrangement  are no less favorable to the Company
         than the Company  would be able to obtain in  arm's-length  negotiation
         with an  unaffiliated  third party,  (C) shall sell,  purchase,  lease,
         exchange, mortgage, pledge, transfer or otherwise acquire or dispose of
         in one  transaction or a series of  transactions,  to, from or with the
         Company or any of the Company's  Subsidiaries (other than incidental to
         the lines of business, if any, engaged in as of the date hereof between
         the Company and such Acquiring Person or Associate or Affiliate) assets
         having an  aggregate  fair market  value of more than  $5,000,000,  (D)
         shall receive any compensation from the Company or any of the Company's
         Subsidiaries  other than  compensation  for  full-time  employment as a
         regular  employee at rates in  accordance  with the  Company's  (or its
         Subsidiaries')  past  practices,  or (E)  shall  receive  the  benefit,
         directly or indirectly  (except  proportionately  as a stockholder  and
         except  if  resulting  from  a  requirement  of  law  or   governmental
         regulation),  of any  loans,  advances,  guarantees,  pledges  or other
         financial assistance or any tax credits or other tax advantage provided
         by the Company or any of its Subsidiaries, then, and in each such case,
         (i) each holder of a Right (except as otherwise  provided herein) shall
         thereafter  have the right to receive,  upon the exercise  thereof at a
         price equal to the then current Purchase Price multiplied by the number
         of one  one-thousandths  of a Preferred Share for which a Right is then
         exercisable in accordance with the terms of this Agreement, and in lieu
         of  Preferred  Shares,  such number of validly  authorized  and issued,
         fully paid,  non-assessable  and freely  tradeable Common Shares of the
         Principal  Party (as  hereinafter  defined)  not  subject to any liens,
         encumbrances, rights of first refusal or other adverse claims, as shall
         equal the result obtained by (A) multiplying the then current  Purchase
         Price by the number of one  one-thousandths  of a  Preferred  Share for
         which a Right is then  exercisable and dividing that product by (B) 50%
         of the then current per share market price of the Common  Shares of the
         Principal  Party  (determined  pursuant to Section 11(d) hereof) on the
         date of consummation of such  consolidation,  merger, sale or transfer;
         (ii) such  Principal  Party shall  thereafter  be liable for, and shall
         assume, by virtue of such consolidation,  merger, sale or transfer, all
         the obligations  and duties of the Company  pursuant to this Agreement;
         (iii) the term  "Company"  shall  thereafter be deemed to refer to such
         Principal  Party;  and (iv) such Principal  Party shall take such steps
         (including,  but not limited to, the reservation of a sufficient number
         of its Common Shares in accordance with Section 9 hereof) in connection
         with  such  consummation  as  may  be  necessary  to  assure  that  the
         provisions  hereof  shall  thereafter  be  applicable,   as  nearly  as
         reasonably  may  be,  in  relation  to  the  Common  Shares  thereafter
deliverable upon the exercise of the Rights.                  

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(b)      "Principal Party" shall mean:        

                           (i) In the case of any  transaction  described in (w)
                  or (x) of the first  sentence  of Section  13(a)  hereof,  the
                  Person that is the issuer of any securities  into which Common
                  Shares  of  the  Company  are  converted  in  such  merger  or
                  consolidation,  and if no securities are so issued, the Person
                  that is the surviving  entity of such merger or  consolidation
(including the Company if applicable); and  

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

         provided,  however,  that in any such case  described in clauses (b)(i)
         and  (b)(ii):  (1) if the Common  Shares of such Person are not at such
         time and have not been continuously over the preceding  12-month period
         registered  under  Section 12 of the Exchange Act, and such Person is a
         direct or indirect  Subsidiary  of another  Person the Common Shares of
         which are and have been so registered, "Principal Party" shall refer to
         such other Person; (2) in case such Person is a Subsidiary, directly or
         indirectly,  of more than one person,  the Common Shares 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  Shares having
         the greatest  aggregate  market  value;  and (3) in case such Person is
         owned, directly or indirectly, by a joint venture formed by two or more
         Persons that are not owned, directly or indirectly, by the same person,
         the rules set  forth in (1) and (2)  above  shall  apply to each of the
         chains of ownership having an interest in such joint venture as if such
         party were a  "Subsidiary"  of both or all of such joint  venturers and
         the Principal Parties in each such chain shall bear the obligations set
         forth in this  Section 13 in the same ratio as their direct or indirect
interests in such Person bear to the total of such interests. 

                  (c) The Company shall not consummate  any such  consolidation,
         merger,  sale  or  transfer  unless  the  Principal  Party  shall  have
         sufficient  Common Shares authorized to permit the full exercise of the
         Rights and 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 Sections 13(a) and 13(b)
         hereof and further  providing  that, as soon as  practicable  after the
         date of any  consolidation,  merger,  sale  or  transfer  mentioned  in
Section 13(a) hereof, the Principal Party will:               

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

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

                           (iii)  take  such  actions  as  may be  necessary  or
              appropriate under the blue sky laws of the various states.

                  The Company shall not enter into any  transaction  of the kind
         referred to in this Section 13 if at the time of such transaction there
         are any rights, warrants,  instruments or securities outstanding or any
         agreements or arrangements  which,  as a result of the  consummation of
         such  transaction,   would  eliminate  or  substantially  diminish  the
         benefits intended to be afforded by the Rights.  The provisions of this
         Section 13 shall similarly apply to successive mergers, consolidations,
sales or transfers.                                           

    Section 14.               Fractional Rights and Fractional Shares.

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

                  (b) The Company  shall not be required to issue  fractions  of
         Preferred Shares (other than fractions which are integral  multiples of
         one one-thousandth of a Preferred Share) upon exercise of the Rights or
         to distribute  certificates which evidence fractional  Preferred Shares
         (other   than   fractions   which  are   integral   multiples   of  one
         one-thousandth of a Preferred Share).  Fractions of Preferred Shares in
         integral  multiples of one  one-thousandth of a Preferred Share may, at
the election of the Company, be                               

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         evidenced by depositary receipts,  pursuant to an appropriate agreement
         between the Company and a  depositary  selected by it;  provided,  that
         such  agreement  shall  provide  that the  holders  of such  depositary
         receipts shall have all the rights, privileges and preferences to which
         they  are  entitled  as  beneficial  owners  of  the  Preferred  Shares
         represented  by  such  depositary  receipts.   In  lieu  of  fractional
         Preferred Shares that are not integral  multiples of one one-thousandth
         of a Preferred Share,  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 Preferred  Share.  For the purposes of this Section
         14(b),  the  current  market  value of a  Preferred  Share shall be the
         closing  price of a  Preferred  Share (as  determined  pursuant  to the
         second  sentence  of  Section  11(d)(i)  hereof)  for the  Trading  Day
immediately prior to the date of such exercise.               

                  (c)  Following  the  occurrence of a  Distribution  Date,  the
         Company shall not be required to issue  fractions of Common Shares upon
         exercise of the Rights or to  distribute  certificates  which  evidence
         fractional  Common Shares.  In lieu of fractional  Common  Shares,  the
         Company may pay to the registered holders of Rights Certificates at the
         time such  Rights are  exercised  as herein  provided an amount in cash
         equal to the same  fraction of the current  market  value of one Common
         Share.  For purposes of this Section 14(c), the current market value of
         one Common  Share  shall be the closing  price of one Common  Share (as
         determined  pursuant to the second sentence of 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  Right
         expressly  waives his right to  receive  any  fractional  Rights or any
        fractional shares upon exercise of a Right (except as provided above).

         Section 15.  Rights of Action.  All rights of action in respect of this
Agreement,  excepting  the  rights of action  given to the  Rights  Agent  under
Section 18 hereof, are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares);  and any registered holder of any Rights  Certificate (or, prior
to the  Distribution  Date,  of the Common  Shares),  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 Shares), may, in its own behalf and for its own
benefit,  enforce, and may institute and maintain any suit, action or proceeding
against  the Company to enforce,  or  otherwise  act in respect of, its right to
exercise the Rights evidenced by such Rights  Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting the foregoing
or  any  remedies  available  to  the  holders  of  Rights,  it is  specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the  obligations  under,  and  injunctive  relief  against  actual or threatened
violations of the obligations of any Person subject to, this Agreement.         

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

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

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

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

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

         Section 18.  Concerning the Rights Agent.  The Company agrees to pay to
the  Rights  Agent  reasonable  compensation  for all  services  rendered  by it
hereunder and, from time to time, on demand of the Rights Agent,  its reasonable
expenses and counsel fees and other                                             

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disbursements incurred in the administration and execution of this Agreement and
the exercise and performance of its duties hereunder. The Company also agrees to
indemnify  the Rights  Agent for,  and to hold it  harmless  against,  any loss,
liability,  or  expense,  incurred  without  negligence,  bad  faith or  willful
misconduct on the part of the Rights Agent,  for anything done or omitted by the
Rights  Agent in  connection  with the  acceptance  and  administration  of this
Agreement,  including  the costs and expenses of defending  against any claim of
liability  arising,  directly  or  indirectly,  therefrom.  In no case shall the
Rights Agent be liable for special,  indirect,  incidental or consequential loss
or damage of any kind  whatsoever  (including  but not limited to lost profits),
even if the Rights  Agent has been  advised of the  possibility  of such loss or
damage. The costs and expenses of enforcing this right of indemnification  shall
also be paid by the Company.  The  indemnification  provided for hereunder shall
survive the expiration of the Rights and the termination of this Agreement.     

         The Rights Agent may conclusively  rely upon and shall be protected and
shall incur no  liability  for, or in respect of any action  taken,  suffered or
omitted by it in  connection  with,  its  administration  of this  Agreement  in
reliance upon any Rights  Certificate or certificate for the Preferred Shares or
Common Shares or for other  securities of the Company,  instrument of assignment
or  transfer,  power  of  attorney,  endorsement,   affidavit,  letter,  notice,
direction, consent, certificate,  statement, or other paper or document believed
by it to be genuine and to be signed, executed and, where necessary, verified or
acknowledged,  by the proper Person or Persons,  or otherwise upon the advice of
counsel as set forth in Section 20 hereof.                                      

         Section 19. Merger or  Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated,  or any corporation  resulting from
any merger or  consolidation  to which the Rights Agent or any successor  Rights
Agent shall be a party, or any  corporation  succeeding to the stock transfer or
corporate  trust  business of the Rights Agent or any  successor  Rights  Agent,
shall be the  successor  to the Rights  Agent under this  Agreement  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor  Rights Agent under the provisions of Section 21 hereof.  In case
at the time such  successor  Rights Agent shall succeed to the agency created by
this Agreement any of the Rights  Certificates shall have been countersigned but
not delivered, any such successor Rights Agent may adopt the countersignature of
the   predecessor   Rights  Agent  and  deliver  such  Rights   Certificates  so
countersigned; and in case at that time any of the Rights Certificates shall not
have been countersigned,  any successor Rights Agent may countersign such Rights
Certificates  either in the name of the predecessor  Rights Agent or in the name
of the successor  Rights Agent;  and in all such cases such Rights  Certificates
shall  have the full  force  provided  in the  Rights  Certificates  and in this
Agreement.                                                                      

         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                                                                     

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name; and in all such cases such Rights  Certificates  shall have the full force
provided in the Rights Certificates and in this Agreement.                      

         Section 20. Duties of Rights  Agent.  The Rights Agent  undertakes  the
duties and  obligations  imposed by this Agreement upon the following  terms and
conditions,  and no  implied  duties  or  obligations  shall be read  into  this
Agreement  against the Rights Agent, by all of which the Company and the holders
of Rights Certificates, by their acceptance thereof, shall be bound:            

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

                  (b)  Whenever  in the  performance  of its  duties  under this
         Agreement  the Rights Agent shall deem it  necessary or desirable  that
         any fact or matter be proved or  established  by the  Company  prior to
         taking or suffering any action  hereunder,  such fact or matter (unless
         other evidence in respect  thereof be herein  specifically  prescribed)
         may  be  deemed  to  be  conclusively   proved  and  established  by  a
         certificate  signed by any one of the Chairman of the Board,  the Chief
         Executive Officer, the President,  any Vice President, the Treasurer or
         the  Secretary of the Company and  delivered to the Rights  Agent;  and
         such  certificate  shall be full  authorization to the Rights Agent for
         any action  taken 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 to the Company
         and any other Person only for its own negligence,  bad faith or willful
misconduct.                                                   

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

                  (e) The Rights Agent shall not be under any  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 change in the  exercisability  of the Rights  (including the Rights
         becoming void pursuant to Section  11(a)(ii)  hereof) or any adjustment
         in the terms of the  Rights  (including  the  manner,  method or amount
         thereof)  provided  for in Section  3, 11, 13, 23 or 24 hereof,  or the
         ascertaining  of the  existence  of facts that would  require  any such
         change or  adjustment  (except  with  respect to the exercise of Rights
       evidenced by Rights Certificates after actual notice that such change

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         or adjustment is required); nor shall it by any act hereunder be deemed
         to make any  representation  or  warranty  as to the  authorization  or
         reservation  of any  Preferred  Shares (or Common  Shares  and/or other
         securities, as the case may be) to be issued pursuant to this agreement
         or any Rights  Certificate  or as to whether any  Preferred  Shares (or
         Common Shares and/or other  securities,  as the case may be) will, when
         issued, be validly authorized and issued, fully paid and nonassessable.

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

                  (g) The Rights  Agent is hereby  authorized  and  directed  to
         accept, prior to the Shares Acquisition Date, instructions with respect
         to the performance of its duties hereunder from any one of the Chairman
         of the Board,  the Chief  Executive  Officer,  the President,  any Vice
         President,  the Secretary or the Treasurer of the Company, and to apply
         to such  officers for advice or  instructions  in  connection  with its
         duties,  and it shall not be liable for any action taken or suffered by
         it in good faith in accordance with instructions of any such officer or
         for any delay in acting  while  waiting  for  those  instructions.  Any
         application  by the  Rights  Agent for  written  instructions  from the
         Company  may, at the option of the Rights  Agent,  set forth in writing
         any action  proposed  to be taken or omitted by the Rights  Agent under
         this  Agreement  and the date on or after  which such  action  shall be
         taken or such omission  shall be effective.  The Rights Agent shall not
         be liable for any action  taken by, or omission of, the Rights Agent in
         accordance with a proposal included in any such application on or after
         the date  specified in such  application  (which date shall not be less
         than ten  Business  Days  after  the date any  officer  of the  Company
         actually receives such application,  unless any such officer shall have
         consented in writing to an earlier  date)  unless,  prior to taking any
         such action (or the  effective  date in the case of an  omission),  the
         Rights Agent shall have received  written  instructions  in response to
         such  application  subject to the  proposed  action or omission  and/or
specifying the action to be taken or omitted.                 

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

                  (i) The  Rights  Agent may  execute  and  exercise  any of the
         rights or powers  hereby  vested in it or  perform  any duty  hereunder
         either itself or by or through its attorneys or agents,  and the Rights
Agent shall not be answerable or accountable for any          

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         act, default,  neglect or misconduct of any such attorneys or agents or
         for any loss to the  Company  resulting  from any  such  act,  default,
         neglect or misconduct,  provided  reasonable  care was exercised in the
selection and continued employment thereof.                   

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

                  (k) The Rights  Agent  shall not be required to take notice or
         be  deemed  to  have  notice  of  any  fact,   event  or  determination
         (including,  without  limitation,  any dates or events  defined in this
         Agreement  or the  designation  of any Person as an  Acquiring  Person,
         Affiliate  or  Associate)  under  this  Agreement  unless and until the
         Rights Agent shall be  specifically  notified in writing by the Company
of such fact, event or determination.                         

                  (l) If, with respect to any Rights Certificate  surrendered to
         the Rights Agent for exercise or transfer,  the certificate attached to
         the form of assignment or form of election to purchase, as the case may
         be, has not been completed, 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 thereafter be discharged  from its duties under this
Agreement  upon 30 days'  notice in writing  mailed to the  Company  and to each
transfer  agent of the  Common  Shares  or  Preferred  Shares by  registered  or
certified mail, and, at the expense of the Company, to the holders of the Rights
Certificates by first-class mail. The Company may remove the Rights Agent or any
successor  Rights  Agent upon 30 days'  notice in writing,  mailed to the Rights
Agent or successor  Rights Agent, as the case may be, and to each transfer agent
of the Common Shares or Preferred Shares by registered or certified mail, and to
the holders of the Rights  Certificates by first-class mail. If the Rights Agent
shall resign or be removed or shall otherwise  become  incapable of acting,  the
Company shall appoint a successor to the Rights Agent. If the Company shall fail
to make such appointment  within a period of 30 days after giving notice of such
removal  or  after  it has been  notified  in  writing  of such  resignation  or
incapacity by the resigning or incapacitated  Rights Agent or by the holder of a
Rights  Certificate (who shall, with such notice,  submit his Rights Certificate
for  inspection  by the  Company),  then the  registered  holder  of any  Rights
Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent.  Any successor  Rights  Agent,  whether  appointed by the
Company or by such a court,  shall be either  (A) a  corporation  organized  and
doing business under the laws of the United States or of any state of the United
States, in good standing, authorized under such laws to exercise corporate trust
or stock transfer  powers,  and subject to supervision or examination by federal
or state  authority and which has at the time of its appointment as Rights Agent
a combined  capital and surplus of at least $50 million or (B) an  affiliate  of
such a                                                                          

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corporation.  After appointment, the successor Rights Agent shall be vested with
the  same  powers,  rights,  duties  and  responsibilities  as  if it  had  been
originally  named  as  Rights  Agent  without  further  act  or  deed;  but  the
predecessor  Rights  Agent shall  deliver and transfer to the  successor  Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance,  conveyance, act or deed necessary for the purpose. Not later
than the effective  date of any such  appointment  the Company shall file notice
thereof in writing with the predecessor  Rights Agent and each transfer agent of
the Common Shares or Preferred  Shares,  and mail a notice thereof in writing to
the registered  holders of the Rights  Certificates.  Failure to give any notice
provided  for in this  Section 21,  however,  or any defect  therein,  shall not
affect the  legality  or validity  of the  resignation  or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.     

         Section 22. Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this  Agreement or of the Rights to the contrary,  the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by the Board of Directors to reflect any adjustment or change
in the  Purchase  Price  and the  number  or kind or  class of  shares  or other
securities  or  property  purchasable  under  the  Rights  Certificates  made in
accordance with the provisions of this Agreement.                               

Section 23.               Redemption.                         

                  (a) The  Rights  may be  redeemed  by  action  of the Board of
         Directors  pursuant  to Section 23 (b) hereof and shall not be redeemed
in any other manner.                                          

                  (b) The Board of  Directors  may, at its  option,  at any time
         prior to such time as any Person  becomes an Acquiring  Person,  redeem
         all,  but not less  than  all,  of the  then  outstanding  Rights  at a
         redemption price of $.01 per Right,  appropriately  adjusted to reflect
         any stock split, stock dividend or similar transaction  occurring after
         the date hereof (such redemption price being hereinafter referred to as
         the "Redemption  Price").  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.  If  redemption  of the  Rights is to be  effective  as of a
         future date,  the Rights shall continue to be  exercisable,  subject to
         Section 11(a)(ii)  hereof,  until the effective date of the redemption,
         provided  that nothing  contained  herein  shall  preclude the Board of
         Directors from subsequently causing the Rights to be redeemed at a date
         earlier than the previously scheduled effective date of the redemption.
         The  Company  may,  at its option,  pay the  Redemption  Price in cash,
         Common  Shares  (based on the  current  per share  market  price of the
         Common  Shares  at the  time  of  redemption)  or  any  other  form  of
consideration deemed appropriate by the Board of Directors.   

                  (c)  Immediately  upon the  action of the  Board of  Directors
         ordering the redemption of the Rights  pursuant to Section 23(b) hereof
         (or at the effective time of such  redemption  established by the Board
         of Directors pursuant to Section 23(b) hereof), and without any further
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         will  terminate and the only right  thereafter of the holders of Rights
         shall be to receive the  Redemption  Price.  The Company shall promptly
         give public notice of any such redemption;  provided, however, that the
         failure to give, or any defect in, any such notice shall not affect the
         validity  of such  redemption.  Within 10 days after such action of the
         Board of Directors  ordering the  redemption of the Rights  pursuant to
         Section 23(b) hereof or if later,  the  effectiveness of the redemption
         of the rights  pursuant  to the last  sentence  of Section  23(b),  the
         Company  shall mail a notice of  redemption  to all the  holders of the
         then outstanding Rights at their last addresses as they appear upon the
         registry books of the Rights Agent or, prior to the Distribution  Date,
         on the registry books of the transfer agent for the Common Shares.  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.  The  Company  may,  at its  option,
         discharge  all of its  obligations  with  respect  to the Rights by (i)
         issuing a press  release  announcing  the manner of  redemption  of the
         Rights,  (ii)  depositing with a bank or trust company having a capital
         and  surplus  of at  least  $100  million,  funds  necessary  for  such
         redemption,  in trust, to be applied to the redemption of the Rights so
         called  for  redemption  and (iii)  arranging  for the  mailing  of the
         Redemption  Price to the  registered  holders of the Rights;  then, and
         upon such action, all outstanding Rights Certificates shall be null and
         void without further action by the Company. Neither the Company nor any
         of its  Affiliates  or Associates  may redeem,  acquire or purchase for
         value any Rights at any time in any manner other than that specifically
         set forth in this Section 23 or in Section 24 hereof, and other than in
         connection  with the  purchase  of Common  Shares  prior to the  Shares
Acquisition Date.                                             

Section 24.               Exchange.                           

                  (a) The Board of  Directors  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
         11(a)(ii)  hereof) for Common Shares at an exchange ratio of one Common
         Share per Right,  appropriately  adjusted to reflect  any stock  split,
         stock dividend or similar transaction  occurring after the date hereof.
         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 member or members of the  Anixter  Family,  any
         Subsidiary of the Company,  any employee benefit plan of the Company or
         any  such  Subsidiary,  or any  entity  holding  Common  Shares  for or
         pursuant to the terms of any such plan),  together with all  Affiliates
         and Associates of such Person,  becomes the Beneficial  Owner of 50% or
more of the Common Shares then outstanding.                   

                  (b)  Immediately  upon the  action of the  Board of  Directors
         ordering  the exchange of any Rights  pursuant to Section  24(a) hereof
         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 Common

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         Shares  equal to the number of valid  Rights held by such  holder.  The
         Company  shall  promptly  give  public  notice  of any  such  exchange;
         provided,  however,  that the  failure to give,  or any defect in, such
         notice  shall not affect the  validity  of such  exchange.  The Company
         promptly shall mail a notice of any such exchange to all of the holders
         of such Rights at their last 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  Shares for Rights will be effected
         and, in the event of any partial  exchange,  the number of Rights which
         will be  exchanged.  Any partial  exchange  shall be effected  pro rata
         based on the number of Rights (other than Rights which have become void
         pursuant to the  provisions of Section  11(a)(ii)  hereof) held by each
holder of Rights.                                             

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

                  (d) In the event that  there  shall not be  sufficient  Common
         Shares or Preferred Shares 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 action as may be
         necessary to authorize additional Common Shares or Preferred Shares for
issuance upon exchange of the Rights.                         

                  (e) The Company  shall not be required to issue  fractions  of
         Common Shares or to distribute  certificates which evidence  fractional
         Common Shares.  In lieu of such fractional  Common Shares,  the Company
         shall pay to the  registered  holders of the Rights  Certificates  with
         regard to which  such  fractional  Common  Shares  would  otherwise  be
         issuable  an amount in cash equal to the same  fraction  of the current
         market value of a whole Common Share.  For the purposes of this Section
         24(e),  the current  market  value of a whole Common Share shall be the
         closing price of a Common Share (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 (i) to pay any dividend
         payable in stock of any class to the holders of its Preferred Shares or
         to make any other  distribution to the holders of its Preferred  Shares
         (other than a regular  quarterly cash  dividend),  (ii) to offer to the
         holders of its Preferred  Shares rights or warrants to subscribe for or

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         to purchase  any additional Preferred  Shares or shares of stock of any
         class or any other securities,  rights or options,  (iii) to effect any
         reclassification of its Preferred Shares (other than a reclassification
         involving only the subdivision of outstanding  Preferred Shares),  (iv)
         to effect any  consolidation  or merger into or with,  or to effect any
         sale or other transfer (or to permit one or more of its Subsidiaries to
         effect any sale or other transfer), in one or more transactions, of 50%
         or  more  of the  assets  or  earning  power  of the  Company  and  its
         Subsidiaries (taken as a whole) to, any other Person, (v) to effect the
         liquidation,  dissolution  or  winding  up of the  Company,  or (vi) to
         declare  or pay any  dividend  on the Common  Shares  payable in Common
         Shares or to effect a subdivision,  combination or consolidation of the
         Common Shares (by  reclassification  or otherwise),  then, in each such
         case, the Company shall give to each holder of a Rights Certificate, in
         accordance  with Section 26 hereof,  a notice of such proposed  action,
         which shall  specify  the record  date for such event,  and the date of
         participation  therein  by the  holders  of the  Common  Shares  and/or
         Preferred  Shares,  if any such  date is to be fixed,  and such  notice
         shall be so given in the case of any  action  covered  by clause (i) or
         (ii) above at least 10 days prior to the  record  date for  determining
         holders of the Preferred Shares for purposes of such action, and in the
         case of any such  other  action,  at least 10 days prior to the date of
         the taking of such proposed action or the date of participation therein
         by the holders of the Common Shares and/or Preferred Shares,  whichever
shall be the earlier.                                         

                  (b) In case any of the events  set forth in Section  11(a)(ii)
         hereof  shall  occur,  then the  Company  shall as soon as  practicable
         thereafter give to each holder of a Rights  Certificate,  in accordance
         with Section 26 hereof, a notice of the occurrence of such event, which
         notice shall describe such event and the  consequences of such event to
holders of Rights under Section 11(a)(ii) hereof.             

         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:                                                   

Anicom, Inc.              
6133 North River Road     
Suite 1000                
Rosemont, Illinois 60018  
    Attention: Corporate Secretary

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

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   Harris Trust and Savings Bank
P.O. Box 755              
Chicago, Illinois 60690   
                   Attention:  Corporate Agencies Administration

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

         Section 27.  Supplements and  Amendments.  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
provisions  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 of Rights (except the interests of
any  Acquiring  Person  and  its  Affiliates  and  Associates).  Notwithstanding
anything in this  Agreement to the contrary,  no  supplement  or amendment  that
changes the rights and duties of the Rights Agent under this  Agreement  will be
effective  against the Rights Agent without the execution of such  supplement or
amendment by the Rights Agent.                                                  

         Section 28. Determination and Actions by the Board of Directors,  etc..
The  Board of  Directors  shall  have  the  exclusive  power  and  authority  to
administer  this  Agreement  and to exercise all rights and powers  specifically
granted to the Board of  Directors,  or the  Company,  or as may be necessary or
advisable  in  the   administration  of  this  Agreement,   including,   without
limitation,  the  right  and  power  to (i)  interpret  the  provisions  of this
Agreement,  and (ii) make all  determinations  deemed necessary or advisable for
the  administration  of  this  Agreement  (including,   without  limitation,   a
determination  to redeem or not redeem the Rights or to amend the  Agreement and
whether any proposed amendment adversely affects the interests of the holders of
Rights Certificates). For all purposes of this Agreement, any calculation of the
number of Common Shares or other securities  outstanding at any particular time,
including  for  purposes  of  determining  the  particular  percentage  of  such
outstanding  Common  Shares or any other  securities  of which any Person is the
Beneficial  Owner,  shall be made in  accordance  with the last sentence of Rule
13d-3(d)(1)(I) of the General Rules and Regulations under the Exchange Act as in
effect  on  the  date  of  this  Agreement.  All  such  actions,   calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
of Directors in good faith,  shall (x) be final,  conclusive  and binding on the
Company,  the Rights Agent, the holders of the Rights Certificates and all other
parties unless the Board of Directors specifically states that such action,     

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calculations,  interpretation  or  determination  is not final,  conclusive  and
binding,  and (y) not subject the Board of  Directors  to any  liability  to the
holders of the Rights Certificates.                                             

         Section  29.  Successors.  All the  covenants  and  provisions  of this
Agreement  by, or for the benefit of, the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.  

         Section 30. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any Person other than the Company,  the Rights Agent and
the  registered  holders  of  valid  Rights  Certificates  (and,  prior  to  the
Distribution  Date, the Common Shares) 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
valid Rights  Certificates  (and,  prior to the  Distribution  Date,  the Common
Shares).                                                                        

         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. 

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

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

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

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

                    ANICOM, INC.

Attest:                                                                         

By:   /s/ DONALD C. WELCHKO                 By:   /s/ SCOTT C. ANIXTER          
---------------------                       --------------------    
Name: Donald C. Welchko                     Name: Scott C. Anixter  
Title: Vice President and CFO               Title: Chairman and CEO 

                                                  HARRIS TRUST AND SAVINGS BANK,
                                   as Rights Agent

Attest:                                                                         

By:   /s/ BRUCE HARTNEY                      By:  /s/ SUSAN M. SHADEL           
-----------------                           -------------------     
Name: Bruce Hartney                         Name: Susan M. Shadel   
Title: Vice President                       Title: Vice President   

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                                                                       Exhibit A

FORM

of

 CERTIFICATE OF DESIGNATIONS

of

 SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

of

ANICOM, INC.

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

____________________

         ANICOM,  INC., a corporation  organized and existing  under the General
Corporation  Law of the State of Delaware  (hereinafter  called the  "Company"),
hereby  certifies  that the  following  resolution  was  adopted by the Board of
Directors  of the Company as required by Section 151 of the General  Corporation
Law at a meeting duly called and held on March 16, 1999:                        

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

Series C Junior Participating Preferred Stock:                

         Section 1.  Designation and Amount.  The shares of such series shall be
designated  as "Series C Junior  Participating  Preferred  Stock" (the "Series C
Preferred  Stock") and the number of shares  constituting the Series C Preferred
Stock  shall  initially  be 50,000.  Such number of shares may be  increased  or
decreased by resolution of the Board of  Directors;  provided,  that no decrease
shall  reduce the number of shares of Series C Preferred  Stock to a number less
than the number of shares then  outstanding  plus the number of shares  reserved
for issuance  upon the exercise of  outstanding  options,  rights or warrants or
upon the  conversion  of any  outstanding  securities  or  rights  issued by the
Company  convertible into Series C Preferred Stock and further provided that the
Board of Directors shall increase the number of shares                          

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constituting  the  Series C  Preferred  Stock to the  extent  necessary  for the
Company to have  available  sufficient  shares of such Series C Preferred  Stock
available to fulfill all of the Company's  obligations  to holders of securities
and Rights of the Company.                                                      

Section 2.                Dividends and Distributions.        

                  (A)  Subject to the rights of the holders of any shares of any
         series of  Preferred  Stock (or any similar  stock)  ranking  prior and
         superior to the Series C Preferred Stock with respect to dividends, the
         holders of shares of Series A Preferred  Stock,  in  preference  to the
         holders of Common Stock, par value $.01 per share (the "Common Stock"),
         of the  Company,  and of any other junior  stock,  shall be entitled to
         receive,  when, as and if declared by the Board of Directors out of the
         funds legally available for the purpose,  dividends payable when and as
         dividends are declared on the Common Stock in an amount, subject to the
         provision for adjustment  hereinafter  set forth,  equal to 1,000 times
         the aggregate per share amount of all cash  dividends,  and 1,000 times
         the  aggregate  per  share  amount  (payable  in kind) of all  non-cash
         dividends or other distributions,  declared on the Common Stock (except
         as provided in the next  sentence).  In the event the Company  shall at
         any time  declare or pay any  dividend on the Common  Stock  payable in
         shares of Common  Stock,  or effect a  subdivision  or  combination  or
         consolidation   of  the   outstanding   shares  of  Common   Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such case the amount to which holders of shares of
         Series C Preferred Stock were entitled  immediately prior to such event
         under the  preceding  sentence  shall be adjusted by  multiplying  such
         amount by a fraction, the numerator of which is the number of shares of
         Common  Stock   outstanding   immediately  after  such  event  and  the
         denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.                  

                  (B) The Company  shall declare a dividend or  distribution  on
         the Series C  Preferred  Stock as  provided  in  paragraph  (A) of this
         Section 2 immediately  after it declares a dividend or  distribution on
the Common Stock.                                             

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

                  (A) Each share of Series A Preferred  Stock shall  entitle the
         holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company.                                  

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

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                  (C) Except as set forth  herein,  or as otherwise  provided by
         law,  holders of Series C 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.  Reacquired  Shares.  Any shares of Series C Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled  promptly after the  acquisition  thereof.  All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred  Stock subject to
the conditions and  restrictions on issuance set forth herein,  in the Company's
Restated   Certificate  of  Incorporation,   or  in  any  other  Certificate  of
Designations  creating a series of  Preferred  Stock or any similar  stock or as
otherwise required by law.                                                      

         Section  5.   Liquidation,   Dissolution   or  Winding   Up.  Upon  any
liquidation,  dissolution or winding up of the Company, no distribution shall be
made  (1) to the  holders  of  shares  of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series C
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series C
Preferred  Stock shall have received an aggregate  amount per share,  subject to
the provision for  adjustment  hereinafter  set forth,  equal to 1,000 times the
aggregate  amount to be  distributed  per share to  holders  of shares of Common
Stock. In the event the Company shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the aggregate  amount to which holders of shares of Series C Preferred
Stock were entitled  immediately prior to such event under the proviso in clause
(1) of the preceding  sentence shall be adjusted by multiplying such amount by a
fraction  the  numerator  of which is the  number  of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.                                                                          

         Section 6. Consolidation,  Merger, etc. In case the Company shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares of Common  Stock are  exchanged  for,  or changed  into,  other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 1,000  times the  aggregate  amount of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the Company  shall at any time  declare or pay any  dividend on the
Common  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series C  Preferred  Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of                         

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

         Section 8. Rank. The Series C Preferred  Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Company's Preferred Stock.                            

         Section 9. Amendment.  The Certificate of  Incorporation of the Company
shall not be amended in any manner  which would  materially  alter or change the
powers,  preferences or special rights of the Series C Preferred  Stock so as to
affect them adversely  without the  affirmative  vote of the holders of at least
two-thirds  of the  outstanding  shares  of  Series C  Preferred  Stock,  voting
together as a single class.                                                     

         IN WITNESS  WHEREOF,  this  Certificate of  Designations is executed on
behalf of the Company by its Chairman and Chief  Executive  Officer and attested
by its Corporate Secretary this _____ day of ______, 1999.                      

                                        ____________________________________
                    Scott C. Anixter
                                        Chairman and Chief Executive Officer

Attest:                                                                         

____________________                                                            
David R. Shevitz                                                                
Corporate Secretary                                                             

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                                                                   Exhibit B

Form of Rights Certificate

Certificate No.  ____                                              _____ Rights 

         NOT  EXERCISABLE  AFTER  MARCH 31,  2009 OR  EARLIER IF  REDEMPTION  OR
         EXCHANGE  OCCURS.  THE RIGHTS ARE  SUBJECT  TO  REDEMPTION  AT $.01 PER
         RIGHT,  AND ARE VOIDABLE AND SUBJECT TO EXCHANGE ON THE TERMS SET FORTH
         IN THE  RIGHTS  AGREEMENT.  [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 THE SECOND
PARAGRAPH OF SECTION 11(a)(ii) OF THE RIGHTS AGREEMENT.]*     

Rights Certificate

Anicom, Inc.

         This certifies that ____________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement,  dated as of March 17, 1999 (the "Rights  Agreement") between Anicom,
Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings Bank,
an Illinois  banking  corporation  (the "Rights  Agent"),  to purchase  from the
Company at any time after the Distribution  Date (as such term is defined in the
Rights  Agreement) and prior to 5:00 p.m.,  Chicago,  Illinois time on March 31,
2009 at the  principal  office  of the  Rights  Agent,  or at the  office of its
successor as Rights  Agent,  one  one-thousandth  of a fully paid  nonassessable
share of Series C Junior Participating Preferred Stock, par value $.01 per share
(the "Preferred Shares"),  of the Company, at a purchase price of $35.00 per one
one-thousandth  of a Preferred Share (the "Purchase  Price"),  upon presentation
and surrender of this Rights  Certificate  with the Form of Election to Purchase
and the Certificate duly                                                        

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

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executed.  The number of Rights  evidenced by this Rights  Certificate  (and the
number of one  one-thousandths  of a Preferred Share which may be purchased upon
exercise  hereof) set forth above,  and the Purchase Price set forth above,  are
the number  and  Purchase  Price as of March 17,  1999,  based on the  Preferred
Shares as  constituted  at such date. As provided in the Rights  Agreement,  the
Purchase Price and the number of one  one-thousandths of a Preferred Share which
may be  purchased  upon the  exercise  of the Rights  evidenced  by this  Rights
Certificate  are subject to  modification  and adjustment  upon the happening of
certain events.                                                                 

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

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

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this  Certificate (i) may be redeemed by the Company at a redemption price of
$.01 per Right or (ii) may be exchanged in whole or in part for Preferred Shares
or shares of the Company's Common Stock, par value $.001 per share, on the terms
set forth in the Rights Agreement.                                              

         No fractional  Preferred Shares will be issued upon the exercise of any
Right or Rights  evidenced  hereby  (other  than  fractions  which are  integral
multiples  of one  one-thousandths  of a  Preferred  Share,  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 the  Preferred
Shares  or of any  other  securities  of the  Company  which  may at any time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  stockholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until the Rights  evidenced by this Rights  Certificate
shall have been exercised as provided in the Rights Agreement.                  

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

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

ATTEST:                                              ANICOM, INC.               

_______________________                              By:_______________________ 

Countersigned:                                                                  

HARRIS TRUST AND SAVINGS BANK, as Rights Agent                                  

By:  __________________________________________                                 
Authorized Signature                        

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[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)
_________________________________________________________________       
_______                                                                         
(Please print social security or other identifying number of transferee)

this Rights  Certificate,  together with all 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:__________________________________________________________ 

         Signature  must be guaranteed by an Eligible  Guarantor  Institution as
defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).                           

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 CERTIFICATE

                  The undersigned  hereby  certifies by checking the appropriate
boxes that:                                                                     

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

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

Dated:   __________________________                                             

                                                 _____________________________
                             Signature

Signature Guaranteed:__________________________________________________________ 

NOTICE

                  The  signatures 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.

                  The  signature  must be  guaranteed  by an Eligible  Guarantor
Institution as defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).            

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FORM OF ELECTION TO PURCHASE

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

To:      Anicom, Inc.                                                           

         The undersigned  hereby  irrevocably  elects to exercise  _____________
Rights  represented by this Rights  Certificate to purchase the Preferred Shares
issuable  upon the  exercise  of such  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 Preferred  Shares be issued in
the name of:                                                                    

________________________________________________________________________________

________________________________________________________________________________
 (Please print name and address)

____________________________________________________________
 (Please insert social security or other identifying number)

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

________________________________________________________________________________

________________________________________________________________________________
 (Please print name and address)

 _____________________________________________________________
 (Please insert social security or other identifying number)

Dated:   __________________________                                             

                                                 _____________________________
                             Signature

Signature Guaranteed:__________________________________________________________ 

         Signatures must be guaranteed by an Eligible  Guarantor  Institution as
defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).                           

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 CERTIFICATE

                  The undersigned  hereby  certifies by checking the appropriate
boxes that:                                                                     

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

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

Dated:   __________________________                                             

                                                 _____________________________
                             Signature

Signature Guaranteed:__________________________________________________________ 

NOTICE

                  The  signatures  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.                                                                     

                  The  signature  must be  guaranteed  by an Eligible  Guarantor
Institution as defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15).            

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NOTICE

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

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                                                                     Exhibit C

 SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES UNDER PLAN ADOPTED BY
ANICOM, INC.

         On March  16,  1999,  the  Board of  Directors  of  Anicom,  Inc.  (the
"Company") declared a dividend of one Right for each outstanding share of common
stock (a  "Right"),  par value  $.001 per share (the  "Common  Shares"),  of the
Company.  The dividend is payable on March 31, 1999 (the  "Record  Date") to the
stockholders of record on that date.  Each Right entitles the registered  holder
to purchase  from the Company one  one-thousandth  of a share of Series C Junior
Participating  Preferred  Stock,  par  value  $.01  per  share  (the  "Preferred
Shares"),  of the  Company  at a price of  $35.00  per one  one-thousandth  of a
Preferred Share (the "Purchase Price"),  subject to adjustment.  The description
and  terms  of the  Rights  are set  forth in a Rights  Agreement  (the  "Rights
Agreement")  between the Company and Harris  Trust and Savings  Bank,  as Rights
Agent (the "Rights Agent").                                                     

         Until the  earlier of (i) the close of  business on the tenth day after
the first public announcement that a person or group of affiliated or associated
persons have  acquired  beneficial  ownership of 15% or more of the  outstanding
Common  Shares (an  "Acquiring  Person"),  or (ii) the close of  business on the
tenth day (or such later date as may be  determined  by action of the  Company's
Board of Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership  of such  person  or group of 15% or more of such  outstanding  Common
Shares (the earlier of such dates being  called the  "Distribution  Date"),  the
Rights will be evidenced by the Common Share certificates,  will be transferable
only by the transfer of the Common  Shares  associated  with such Rights and any
transfer  of the Common  Shares  (including  a  transfer  to the  Company)  will
constitute a transfer of the Rights. As described below, after a person or group
becomes an Acquiring Person, the Rights may not be redeemed or amended.         

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

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the Rights.  Each Right is  exercisable  for one-one  thousandth  of a Preferred
Share at any time after the Distribution Date.                                  

         The Rights are not exercisable for Common Shares until a person, entity
or group becomes an Acquiring  Person.  The Rights will expire on March 31, 2009
(the "Final Expiration  Date"),  unless the Final Expiration Date is extended or
unless  the Rights  are  redeemed  earlier  by the  Company,  in each  case,  as
described below.                                                                

         If a person or group of  affiliated or  associated  persons  becomes an
Acquiring Person, each holder of a Right (other than those described in the next
sentence)  will  thereafter  have the right to receive,  upon  exercise,  Common
Shares (or, in certain circumstances,  cash, property or other securities of the
Company) having a value equal to two times the Purchase Price of the Right.  All
Rights  that are,  or  (under  certain  circumstances  specified  in the  Rights
Agreement) were, beneficially owned by any Acquiring Person will be void.       

         At any time after the first date of public  announcement by the Company
or an  Acquiring  Person than an Acquiring  Person has become  such,  if (i) the
Company  is the  surviving  corporation  in a merger  with any other  company or
entity,  (ii) the Company is acquired in a merger or other business  combination
transaction,  (iii) 50% or more of the Company's  consolidated assets or earning
power are sold, or (iv) an Acquiring  Person  engages in certain  "self-dealing"
transactions  with the  Company,  each holder of a Right (other than those whose
Rights have become  void) will  thereafter  have the right to receive,  upon the
exercise thereof at the then current Purchase Price of the Right, that number of
shares of common stock of the  surviving or acquiring  company which at the time
of such  transaction will have a market value of two times the Purchase Price of
such Right.                                                                     

         At any time  after a person or group  becomes an  Acquiring  Person and
prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other than  Rights  owned by such person or group which have become
void), in whole or in part, without any additional payment, for Common Shares at
an exchange ratio of one Common Share (or of a share of a class or series of the
Company's   preferred   shares  having   equivalent   rights,   preferences  and
privileges), per Right (subject to adjustment).                                 

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

         At any time prior to a person or group  becoming an  Acquiring  Person,
the Board of  Directors of the Company may redeem all, but not less than all, of
the Rights at a price of $.01 per Right (the "Redemption Price"). The redemption
of the Rights may be made effective at                                          

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such time,  on such basis and with such  conditions as the Board of Directors in
its sole discretion may establish.                                              

         Immediately  upon any  redemption of the Rights,  the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.                                                   

         Any of the  provisions  of the  Rights  may be  amended by the Board of
Directors  of the  Company in order to cure any  ambiguity  or to make any other
changes which the Board deems necessary or desirable. However, after a person or
group becomes an Acquiring Person,  any such amendment must not adversely affect
the  interests of holders of Rights  (excluding  the  interests of any Acquiring
Person).                                                                        

         A copy of the Rights  Agreement has been filed with the  Securities and
Exchange Commission as an Exhibit to a Registration  Statement on Form 8-A dated
March 22, 1999. A copy of the Rights  Agreement is available free of charge from
the  Company.  This  summary  description  of the Rights  does not purport to be
complete and is qualified in its entirety by reference to the Rights  Agreement,
which is hereby incorporated herein by reference.                               

 C-3

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		3/31/09		12		53
		3/31/99		4		52			10-K,  10-Q
Filed on:		3/22/99		54
		3/17/99		1		45
		3/16/99		40		52
									List all Filings