Lancaster Colony Corp – ‘8-A12G’ on 4/20/00 – EX-1

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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      Lancaster Colony Corporation Form 8-A12G               5     21K 
 2: EX-1        Underwriting Agreement                                48    221K 

EX-1   —   Underwriting Agreement
Exhibit Table of Contents

EX-1
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LANCASTER COLONY CORPORATION

 AND

THE HUNTINGTON NATIONAL BANK

RIGHTS AGENT

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

RIGHTS AGREEMENT

DATED AS OF APRIL 20, 2000

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                                                 TABLE OF CONTENTS                                                  
                                                 -----------------                                                  

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

EXHIBIT A  PROVISION OF THE ARTICLES OF INCORPORATION OF THE COMPANY SETTING FORTH THE TERMS OF 750,000 SHARES OF   
         AUTHORIZED AND PRESENTLY UNISSUED CLASS A PREFERRED STOCK..............................................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
----------------

         RIGHTS AGREEMENT, dated as of April 20, 2000 (this "Agreement"), by and
between Lancaster Colony Corporation, an Ohio corporation (the "Company"), and  
The Huntington National Bank, a national banking association (the "Rights       
Agent").                                                                        

 W I T N E S S E T H
 -------------------

           WHEREAS, on April 20, 2000, the rights defined in and distributed
pursuant to that certain Rights Agreement, dated April 20, 1990, between the    
Company and the predecessor to the Rights Agent, expire pursuant to the terms of
such agreement;                                                                 

            WHEREAS, the Board of Directors of the Company, believing it to be
in the best interests of the Company for the shareholders of the Company to     
continue to have similar rights after the expiration of the aforementioned      
rights, authorized and declared a dividend distribution of one Right (as such   
term is hereinafter defined) payable April 20, 2000 (the "Rights Dividend       
Declaration Date"), for, and deemed such Right attached to, each share of common
stock, without par value, of the Company (a "Common Share") outstanding at the  
close of business on April 20, 2000 (the "Record Date"), and authorized the     
issuance of one Right (as such number may hereinafter be adjusted pursuant to   
the provisions of Section 11(p) hereof) for, and deemed such Right attached to, 
each Common Share of the Company issued between the Record Date (whether        
originally issued or delivered from the Company's treasury) and the Distribution
Date (as such term is hereinafter defined), each Right initially representing   
the right to purchase one one-hundredth of a Series A Participating Preferred   
Share of the Company having the rights, powers and preferences set forth in     
Article Fourth, Section B of the Articles of Incorporation of the Company       
attached hereto as Exhibit A, upon the terms and subject to the conditions      
hereinafter set forth (the "Rights");                                           

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

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

     (a) "Acquiring Person" shall mean any Person who, together with all
Affiliates and Associates of such Person, without the approval of the Board of  
Directors of the Company, shall be the Beneficial Owner of securities           
representing 15% or more of the Common Shares outstanding at any time during the
term of this Agreement, whether or not such Person continues to be the          
Beneficial Owner of securities representing 15% or more of the outstanding      
Common Shares; but shall not include (i) a Person who, together with all        
Affiliates and Associates of such Person, becomes an Acquiring Person solely as 
a result of a reduction of the number of outstanding Common Shares, including   
any reduction resulting from repurchases of outstanding Common Shares by the    
Company, which reduction has the effect of increasing the percentage of         
outstanding shares of Common Shares beneficially owned by such Person, (ii) the 
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any Person organized, appointed or      
established by the Company for or pursuant to the terms of any such employee    
benefit plan, or (iii) any Person who, within two Business Days of being        
requested by the Company to advise it regarding the same, certifies to the      
Company that such Person acquired Beneficial Ownership of Common Shares in      
excess of 15% inadvertently or without knowledge of the terms of this Agreement 
and who sells a sufficient number of the Common Shares to persons who are not   
Affiliates or Associates of such Person so                                      

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that such Person, together with all of its Affiliates and Associates, shall     
thereafter be the Beneficial Owner of less than 15% of the Common Shares of the 
Company then outstanding.                                                       

(b) "Act" is defined in Section 9(c).                         

(c) "Adjustment Shares" is defined in Section 11(a)(ii)(C).   

    (d) "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.                                                               

(e) "Agreement" shall mean this Rights Agreement.             

      (f) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "Beneficially Own" and have "Beneficial Ownership" of any securities: 

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

                (ii) which such Person or any of such Person's Affiliates or
     Associates, has (A) the right or obligation to acquire, directly or
         indirectly (whether such right or obligation is exercisable immediately
or only after the passage of time) pursuant to any agreement, 
      arrangement or understanding (whether or not in writing) or upon the
    exercise of conversion rights, exchange rights, rights (other than
       Rights), warrants or options, or otherwise; provided, however, that a
        Person shall not be deemed the Beneficial Owner of, or to Beneficially
       Own or have Beneficial Ownership of, securities (1) tendered pursuant
  to a tender or exchange offer made by such Person or any of such
      Person's Affiliates or Associates until such tendered securities are
 accepted for purchase or exchange thereunder, (2) issuable upon
        exercise of Rights at any time prior to the occurrence of a Triggering
   Event, or (3) issuable upon exercise of Rights from and after the
      occurrence of a Triggering Event which Rights were acquired prior to
         the Distribution Date (as they may be adjusted) or issuable pursuant to
         Section 11(i) hereof in connection with an adjustment made with respect
      to the Rights described above in this clause (3) of this proviso; or
 (B) the right to vote pursuant to any agreement, arrangement or
         understanding; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to Beneficially Own or have Beneficial
    Ownership of, any security under this clause (B) if the agreement,
      arrangement or understanding to vote such security (1) arises solely
       from a revocable proxy given in response to a public proxy or consent
       solicitation made pursuant to, and in accordance with, the applicable
    rules and regulations of the Exchange Act and (2) is not also then
      reportable by such person on Schedule 13D under the Exchange Act (or
any comparable or successor report); or                       

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

        Notwithstanding the foregoing, nothing contained in this paragraph (f)
shall cause a Person ordinarily engaged in business as an underwriter of        
securities to be the Beneficial Owner of, or to Beneficially Own or have        
Beneficial Ownership of, any securities acquired, or which such Person has a    
right to acquire, through such Person's good faith participation in a bona fide 
firm commitment underwriting of such securities pursuant to an underwriting     
agreement with the Company for such period of time as shall be determined by the
Board of Directors of the Company, or cause a director or officer of the Company
to be deemed, solely by virtue of such                                          

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position, the Beneficial Owner of, or to Beneficially Own or have Beneficial    
Ownership of, any securities of the Company that are beneficially owned by any  
other director or officer of the Company.                                       

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

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

       (i) "Common Share" shall mean the common stock, without par value, of
the Company; provided, that if the Company is the continuing or surviving       
corporation in a transaction described in Section 13(a)(ii) hereof, "Common     
Share" shall mean the capital stock with the greatest aggregate voting power of 
the Company or, if the Company is a subsidiary of another corporation, of the   
corporation which ultimately controls the Company. "Common Shares" when used    
with reference to any Person other than the Company shall mean the capital stock
of such Person with the greatest voting power, or the equity securities or other
equity interest having power to control or direct the management of such Person 
or, if such person is a subsidiary of another Person, the Person which          
ultimately controls such first-mentioned Person.                                

  (j) "Common Share Equivalents" is defined in Section 11(a)(iii).

    (k) "Company" is defined in the first paragraph of this Agreement.

(l) "Co-Rights Agent" is defined in Section 2.                

         (m) "Control" shall have the same meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations of the Exchange Act as in effect on  
the date of this Agreement.                                                     

(n) "Current Market Price" is defined in Section 11(d).       

(o) "Current Value" is defined in Section 11(a)(iii).         

    (p) "Distribution Date" shall mean the earlier of (i) the Close of
Business on the tenth calendar day after the Share Acquisition Date (or, if the 
tenth day after the Share Acquisition Date occurs before the Record Date, the   
Close of Business on the Record Date) or (ii) the Close of Business on the tenth
Business Day after the date of the commencement of, or first public announcement
of the intent of, any Person (other than the Company, any Subsidiary of the     
Company, any employee benefit plan of the Company or any Subsidiary of the      
Company, or any Person organized, appointed or established by the Company for or
pursuant to the terms of any such employee benefit plan) to commence (which     
intention to commence remains in effect for five Business Days after such       
announcement), without the approval of the Board of Directors of the Company, a 
tender or exchange offer if, upon consummation thereof, such Person would be the
Beneficial Owner of 30% or more of the Common Shares then outstanding.          

(q) "Equivalent Preferred Shares" is defined in Section 11(b).

       (r) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and in effect on the date of this Agreement.                            

   (s) "Expiration Date" shall mean the date on which the Rights are
redeemed pursuant to Section 23.                                                

(t) "Final Expiration Date" shall mean April 20, 2010.        

         (u) "Person" shall mean any individual, firm, corporation, partnership,
joint venture, association, trust or other entity.                              

(v) "Principal Party" is defined in Section 13(b).            

(w) "Purchase Price" is defined in Section 4(a).              

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     (x) "Record Date" is defined in the second "WHEREAS" clause of this
Agreement.                                                                      

        (y) "Rights Agent" is defined in the first sentence of this Agreement.

(z) "Rights Certificate" is defined in Section 3(a).          

  (aa) "Rights Dividend Declaration Date" is defined in the second
WHEREAS clause of this Agreement.                                               

(bb) "Rights" is defined in the second WHEREAS clause of this 
Agreement.                                                                      

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

         (dd) "Section 11(a)(ii) Trigger Date" is defined in Section 11(a)(iii).

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

     (ff) "Series A Participating Preferred Shares" shall mean shares of
Series A Participating Preferred Shares of the Class A Preferred Shares, $1.00  
par value per share, of the Company having the terms set forth on Exhibit A     
attached hereto.                                                                

   (gg) "Share 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.    

(hh) "Spread" is defined in Section 11(a)(iii).               

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

(jj) "Substitution Period" is defined in Section 11(a)(iii).  

(kk) "Summary of Rights" is defined in Section 3(b).          

(ll) "Trading Days" is defined in Section 11(d)(i).           

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

         SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights      
outstanding on the Record Date and issued thereafter 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    
("Co-Rights Agents") as it may deem necessary or desirable upon written notice  
to the Rights Agent. In the event the Company appoints one or more Co-Rights    
Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be 
as the Company shall determine and any actions that may be taken by the Rights  
Agent pursuant to this Agreement may be taken by any such Co-Rights Agent.      

SECTION 3. ISSUE OF RIGHTS CERTIFICATES.                      
  (a) Until the Distribution Date (i) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the           
certificates for the Common Shares registered in the names of the holders of the
Common Shares (which certificates for Common Shares will be deemed also to be   
certificates for Rights) and not by separate certificates, and (ii) the Rights  
will be transferable only in connection with the transfer of the underlying     
Common Shares (including transfers to the Company). As soon as practicable after
the Distribution Date, the Rights Agent will send by first-class postage prepaid
mail to each record holder of the Common Shares as of the Close of Business on  
the Distribution Date, at the address of such                                   

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holder shown on the records of the Company, one or more Rights Certificates in  
substantially the form of Exhibit B hereto (the "Rights Certificates")          
evidencing ownership in such holder of one Right for each Common Share so held, 
subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights per Common Share has been made pursuant to Section 11(p)       
hereof, the Company shall make the necessary and appropriate rounding           
adjustments (in accordance with Section 14(a) hereof) at the time of            
distribution of the Right Certificates so that Rights Certificates representing 
only whole numbers of Rights are distributed and cash is paid in lieu of any    
fractional Rights. As of and after the Distribution Date, the Rights will be    
evidenced solely by such Rights Certificates.                                   

        (b) As soon as practicable following the Record Date, the Company will
send a copy of a Summary of Rights, in substantially the form attached hereto as
Exhibit C (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. Until  
the Distribution Date the Rights will be evidenced by certificates for the      
Common Shares and the registered holders of the Common Shares will also be the  
registered holders of the associated Rights. Until the earlier of the           
Distribution Date, the Expiration Date or the Final Expiration Date, the        
transfer of any certificates representing Common Shares in respect of which     
Rights have been issued will also constitute the transfer of the Rights         
associated with such Common Shares represented by such certificate.             

     (c) Rights will be issued in respect of all Common Shares which are
issued after the Record Date but prior to the earlier of the Distribution Date  
or the Expiration Date and the certificates representing such Common Shares     
shall also be deemed to be certificates for Rights. All certificates issuable   
after the Record Date whether by reason of transfer of record ownership or the  
issuance of additional shares shall bear the following legend:                  

                  This certificate also evidences and entitles the holder hereof
to certain Rights as set forth in the Rights Agreement between
 Lancaster Colony Corporation (the "Company") and The Huntington
    National Bank (the "Rights Agent") dated as of April 20, 2000 (the
        "Rights Agreement"), the terms of which are hereby incorporated herein
         by reference and a copy of which is on file at the principal offices of
      the Company. Under certain circumstances, as set forth in the Rights
       Agreement, such Rights will be evidenced by separate certificates and
        will no longer be evidenced by this certificate. The Company will mail
         to the holder of this certificate a copy of the Rights Agreement, as in
         effect on the date of mailing, without charge promptly after receipt of
      a written request therefor. Under certain circumstances set forth in
  the Rights Agreement, Rights beneficially owned (as such term is
       defined in the Rights Agreement) by any Person who is, was or becomes
   an Acquiring Person or any Associate or Affiliate of an Acquiring
     Person (as such terms are defined in the Rights Agreement), whether
    currently held by or on behalf of such Person or by any subsequent
       holder, may become null and void. The Rights will not be exercisable,
         and will be void, so long as held by a holder in any jurisdiction where
    the requisite qualification to the issuance to such holder, or the
       exercise by such holder, of the Rights in such jurisdiction shall not
have been obtained or be obtainable.                          

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SECTION 4. FORM OF RIGHTS CERTIFICATES.                       
        (a) The Rights Certificates (and the forms of election to purchase and
of assignment to be printed on the reverse thereof) shall each be substantially 
in the form set forth in Exhibit B hereto and may have such marks of            
identification or designation and such legends, summaries or endorsements       
printed thereon as the Company may deem appropriate and as are not inconsistent 
with the provisions of this Agreement, or as may be required to comply with any 
applicable law or with any rule or regulation made pursuant thereto or with any 
rule or regulation of any stock exchange on which the Rights may from time to   
time be listed or, if applicable, of the National Association of Securities     
Dealers, Inc. or to conform to usage. Subject to the provisions of Section 11   
and Section 22 hereof, the Rights Certificates, whenever distributed, shall be  
dated as of the Record Date and shall entitle the holders thereof to purchase   
such number of one one-hundredth of a Series A Participating Preferred Share as 
shall be set forth therein at the price set forth therein (such exercise price  
per one one-hundredth of a share, the "Purchase Price"), but the amount and type
of securities purchasable upon the exercise of each Right and the Purchase Price
thereof shall be subject to adjustment as provided herein.                      

        (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that
represents Rights beneficially owned by an Acquiring Person or any Associate or 
Affiliate thereof and any Rights Certificate issued at any time upon the        
transfer of any Rights to such an Acquiring Person or any Associate or Affiliate
thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and 
any Rights Certificate issued pursuant to Section 6 or 11 upon transfer,        
exchange, replacement or adjustment of any other Rights Certificate referred to 
in this sentence, may contain 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
   Affiliate or an Associate of an Acquiring Person (as such term is
        defined in the Rights Agreement). Accordingly, this Rights Certificate
   and the Rights represented hereby may become null and void in the
circumstances specified in Section 7(e) of such Agreement.    

The provision of Section 7(e) of this Rights Agreement shall be operative       
whether or not the foregoing legend is contained on any such Rights Certificate.

SECTION 5. COUNTERSIGNATURE AND REGISTRATION.                 
        (a) The Rights Certificates shall be executed on behalf of the Company
in the manner provided by the Board of Directors of the Company, either manually
or by facsimile signature. The Rights Certificates shall be countersigned by the
Rights Agent manually or by facsimile signature and shall not be valid for any  
purpose unless so countersigned. In case any officer of the Company who shall   
have signed any of the Rights Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Rights Certificates nevertheless may be countersigned by the  
Rights Agent and issued and delivered by the Company with the same force and    
effect as though the person who signed such Rights Certificates had not ceased  
to be such officer of the Company. Any Rights Certificates may be signed on     
behalf of the Company by any person who, at the actual date of the execution of 
such Rights Certificate, shall be a proper officer of the Company to sign such  
Rights Certificate, even if at the date of the execution of this Rights         
Agreement any such person was not such an officer.                              

    (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept books for registration and transfer of the Rights Certificates 
issued hereunder at its principal                                               

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office or at offices designated as the appropriate place for surrender of Rights
Certificates upon exercise or transfer. Such books shall show the names and     
addresses of the respective holders of the Rights Certificates, the number of   
Rights evidenced on its face by each of the Rights Certificates and the date of 
each of the Rights Certificates.                                                

   SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHTS
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.         
         (a) Subject to the provisions of Section 4(b), Section 7(e) and Section
14 hereof, at any time after the Close of Business on the Distribution Date and 
at or prior to the Close of Business on the Expiration Date, any Rights         
Certificate may be transferred, split up, combined or exchanged for another     
Rights Certificate entitling the registered holder to purchase a like number of 
one one-hundredths of a Series A Participating Preferred Share (or, following a 
Triggering Event, Common Shares, other securities, cash or other assets, as the 
case may be) as the Rights Certificate surrendered then entitled such holder (or
former holder in the case of a transfer) to purchase. Any registered holder     
desiring to transfer, split up, combine or exchange any Rights Certificate shall
make such request in writing delivered to the Rights Agent and shall surrender  
the Rights Certificate to be transferred, split up, combined or exchanged at the
principal office or offices of the Rights Agent designated for such purpose.    
Neither the Rights Agent nor the Company shall be obligated to take any action  
whatsoever with respect to the transfer of any such surrendered Rights          
Certificate until the registered holder shall have completed and signed the form
of assignment on the reverse side of such Rights Certificate. Thereupon the     
Rights Agent shall, subject to Section 4(b), Section 7(e) and Section 14 hereof,
countersign and deliver to the Person entitled thereto a Rights Certificate or  
Rights Certificates, as the case may be, as so requested. The Company may       
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or        
exchange of Rights Certificates.                                                

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

   SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.                                                                         
         (a) Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise      
provided herein, including, without limitation, the restrictions on             
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)  
hereof) in whole or in part at any time after the Distribution Date upon        
surrender of the Rights Certificate, with the form of election to purchase on   
the reverse side thereof duly executed, to the Rights Agent at the principal    
office or offices of the Rights Agent designated for such purpose, together with
payment of the aggregate Purchase Price with respect to the number of one       
one-hundredths of a Series A Participating Preferred Share (or other securities,
cash or other assets, as the case may be) as to which such surrendered Rights   
are then exercisable and exercised, at or prior to the earlier of the Final     
Expiration Date or the Expiration Date.                                         

        (b) The Purchase Price for each one one-hundredth of a share of Series
A Participating Preferred Share pursuant to the exercise of a Right shall       
initially be $185 and shall                                                     

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be subject to adjustment from time to time as provided in Sections 11 and 13(a) 
hereof and shall be payable in lawful money of the United States of America in  
accordance with paragraph (c) below.                                            

   (c) Upon receipt of a Rights Certificate representing exercisable
Rights with the form of election to purchase and the certificate duly executed, 
accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one one-hundredth of a share of Series A Participating Preferred Share
(or other shares, securities, cash or other assets, as the case may be) to be   
purchased as set forth below and an amount equal to any applicable transfer tax,
the Rights Agent will, subject to Section 7(f) and Section 20(k) hereof,        
thereupon promptly                                                              

(i) (A) requisition from any transfer agent of the Series A   
        Participating Preferred Shares (or make available, if the Rights Agent
   is the transfer agent for such shares) certificates for the total
    number of one one-hundredths of a Series A Participating Preferred
         Share to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests or            

              (B) if the Company shall have elected to deposit the total
 number of Series A Participating Preferred Shares issuable upon
       exercise of the Rights hereunder with a depositary agent, requisition
        from the depositary agent depositary receipts representing such number
      of one one-hundredths of a Series A Participating Preferred Share as
  are to be purchased (in which case certificates for the Series A
      Participating Preferred Shares represented by such receipts shall be
    deposited by the transfer agent with the depositary agent) and the
       Company will direct the depositary agent to comply with such request;
     (ii) requisition from the Company the amount of cash, if any, to be
         paid in lieu of fractional shares in accordance with Section 14 hereof;
        (iii) after receipt of such certificates or depositary receipts, cause
        the same to be delivered to or upon the order of the registered holder
        of such Rights Certificate, registered in such name or names as may be
     designated by such holder; (iv) after receipt thereof, deliver such
      cash to be paid in lieu of fractional shares, if any, to or upon the
         order of the registered holder of such Rights Certificate. In the event
    that the Company is obligated to issue other securities (including
      Common Shares of the Company), pay cash or distribute other property
pursuant to Section 11(a) hereof, the Company will make all   
     arrangements necessary so that such other securities, cash or other
         property are available for distribution by the Rights Agent if and when
       appropriate. The payment of the Purchase Price shall be made in cash,
       wire transfer to an account designated by the Company or by certified
  check, cashier's check or bank draft payable to the order of the
Company.                                                      

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

      (e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Triggering Event, any Rights beneficially   
owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring   
Person, (ii) a transferee of an Acquiring Person or of any such Associate or    
Affiliate who becomes a transferee after the Acquiring Person becomes such, or  
(iii) a transferee of an Acquiring Person or of any such Associate or Affiliate 
who becomes a transferee prior to or concurrently with the Acquiring Person     
becoming such and who receives such Rights pursuant to either (A) a transfer    
(whether or not for consideration) from the                                     

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Acquiring Person or an Associate or Affiliate of an Acquiring Person to holders 
of equity interests in such Acquiring Person or to any Person with whom the     
Acquiring Person has any continuing agreement, arrangement or understanding     
regarding the transferred Rights or (B) a transfer which the Board of Directors 
of the Company determines is part of a plan, arrangement or understanding which 
has as a primary purpose or effect the avoidance of this Section 7(e), will     
become null and void without any further action and no holder of such Rights    
will have any rights whatsoever with respect to such Rights, whether under any  
provision of this Agreement or otherwise. The Company and the Rights Agent will 
use all reasonable efforts to insure that the provisions of this Section 7(e)   
and Section 4(b) hereof are complied with, but will have no liability to any    
holder of Rights Certificates or other Person as a result of its action or      
nonaction in making or failing to make any determination with respect to an     
Acquiring Person or its Affiliates, Associates or transferees hereunder. In     
carrying out its duties under this Section 7(e), the Rights Agent will take or  
refrain from taking such actions as are specified in writing by the Company.    

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

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

   SECTION 9. RESERVATION AND AVAILABILITY OF SERIES A PARTICIPATING
PREFERRED SHARES.                                                               
        (a) Subject to its rights under Section 11(a)(iii) hereof, the Company
covenants and agrees that it shall cause to be reserved and kept available out  
of its authorized and unissued Series A Participating Preferred Shares (and,    
following the occurrence of a Triggering Event, out of its authorized and       
unissued shares of Common Shares, preferred shares and/or other securities or   
out of its authorized and issued shares held in its treasury), the number of    
Series A Participating Preferred Shares (and, following the occurrence of a     
Triggering Event, Common Shares, preferred shares and/or other securities) that,
as provided in this Agreement including Section 11(a)(iii) hereof, will be      
sufficient to permit the exercise in full of all outstanding Rights.            

  (b) So long as the Series A Participating Preferred Shares (and,
following the occurrence of a Triggering Event, Common Shares, preferred shares 
and/or other securities) issuable and deliverable upon the exercise of the      
Rights may be listed on a national securities                                   

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exchange or included in the NASDAQ National Market System or otherwise quoted on
NASDAQ, as the case may be, the Company shall use its best efforts to cause,    
from and after such time as the Rights become exercisable, all shares (or other 
securities) reserved for such issuance to be listed on such exchange or included
in the NASDAQ National Market System or otherwise quoted on NASDAQ upon official
notice of issuance.                                                             

      (c) The Company shall use its best efforts to (i) file, as soon as
practicable following the Distribution Date or at such earlier date as it       
determines is appropriate, a registration statement under the Securities Act of 
1933 (the "Act") with respect to the securities purchasable upon exercise of the
Rights on an appropriate form, (ii) cause such registration statement to become 
effective as soon as practicable after such filing and (iii) cause such         
registration statement to remain effective (with a prospectus at all times      
meeting the requirements of the Act and the rules and regulations thereunder)   
until the date as of which the Rights are no longer exercisable for such        
securities. The Company will also take such action as may be appropriate under, 
or to ensure compliance with, the securities or "blue sky" laws of the various  
states in connection with the exercisability of the Rights. The Company may     
temporarily suspend, for a period of time not to exceed ninety days after the   
date set forth in clause (i) of the first sentence of this Section 9(c), the    
exercisability of the Rights in order to prepare and file such registration     
statement and permit it to become effective. Upon any such suspension, the      
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such 
time as the suspension is no longer in effect. Notwithstanding any provision of 
this Agreement to the contrary, the Rights shall not be exercisable in any      
jurisdiction unless the requisite qualification in such jurisdiction shall have 
been obtained.                                                                  

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

        (e) The Company further covenants and agrees that, except as set forth
in Section 6(a) hereof and this Section 9(e), it shall pay when due and payable 
any and all federal and state transfer taxes and charges which may be payable in
respect of the issuance or delivery of the Rights Certificates and of any       
certificates for a number of one one-hundredths of a Series A Participating     
Preferred Share (or Common Shares, preferred shares or other securities, as the 
case may be) upon the exercise of Rights. The Company shall not, however, be    
required to pay any transfer tax which may be payable in respect of any transfer
or delivery of Rights Certificates to a Person other than, or the issuance or   
delivery of a number of one one-hundredths of a Series A Participating Preferred
Share (or Common Share, preferred share or other securities, as the case may be)
in respect of a name other than, that of the registered holder of the Rights    
Certificates evidencing Rights surrendered for exercise or to issue or deliver  
any certificates for a number of one one-hundredths of a Series A Participating 
Preferred Share (or Common Share, preferred share or other securities, as the   
case may be) in a name other than that of the registered holder upon the        
exercise of any Rights until such tax shall have been paid (any such tax being  
payable by the holder of such Rights Certificate at the time of surrender) or   
until it has been established to the Company's satisfaction that no such tax is 
due.                                                                            

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       SECTION 10. SERIES A PARTICIPATING PREFERRED SHARES RECORD DATE. Each
person in whose name any certificate for a number of one one-hundredths of a    
Series A Participating Preferred Share (or Common Shares, preferred shares or   
other securities, as the case may be) is issued upon the exercise of Rights     
shall for all purposes be deemed to have become the holder of record of such    
Series A Participating Preferred Shares (or Common Shares, preferred shares or  
other securities, as the case may be) represented thereby on, and such          
certificate shall be dated, the date upon which the Rights Certificate          
evidencing such Rights was duly surrendered and payment of the Purchase Price   
(and all applicable transfer taxes) was made; provided, however, that if the    
date of such surrender and payment is a date upon which the Series A            
Participating Preferred Share (or Common Share and/or other securities, as the  
case may be) transfer books of the Company are closed, such Person shall be     
deemed to have become the record holder of such shares (fractional or otherwise)
on, and such certificate shall be dated, the next succeeding Business Day on    
which the Series A Participating Preferred Share (or Common Share 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 shareholder of the Company with respect
to shares for which the Rights shall be exercisable, including, without         
limitation, any right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to receive any notice 
of any proceedings of the Company, except as provided herein.                   

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

        (a)      (i) In the event the Company shall at any time after the date
of this Agreement:                                            

                 (A) declare a dividend on the Common Shares payable in shares
of Common Shares, or                                          

                  (B) declare a dividend on the Series A Participating Preferred
         Shares payable in shares of Series A Participating Preferred Shares, or

                  (C) subdivide the outstanding Common Shares or the outstanding
Series A Participating Preferred Shares, or                   

                (D) combine the outstanding Common Shares or the outstanding
  Series A Participating Preferred Shares into a smaller number of
shares, or                                                    

                 (E) issue any shares of another class of its capital stock in
      a reclassification of the Common Shares or of the Series A Preferred
  Shares (including any such reclassification in connection with a
   consolidation or merger in which the Company is the continuing or
surviving corporation)                                        

      then, except as otherwise provided in this Section 11(a) and subject
     always to recognition of any adjustment required as a result of the
         exercise by the Company of the elections available to it as provided in
       Section 11(i), 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 Series A
      Participating Preferred Shares or Common Shares, as the case may be,

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      issuable on such date, shall be proportionately adjusted so that the
    holder of any Right exercised after such time shall be entitled to
 receive, upon payment of the Purchase Price then in effect, the
         aggregate number and kind of Series A Participating Preferred Shares or
  Common Shares, as the case may be, which, if such Right had been
        exercised immediately prior to such date and at a time when the Series
    A Participating Preferred Share transfer books of the Company were
   open, he would have owned upon such exercise and been entitled to
 receive by virtue of such dividend, subdivision, combination or
        reclassification. If an event occurs which would require an adjustment
    under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
       adjustment provided for in this Section 11(a)(i) shall be in addition
     to, and shall be made prior to, any adjustment required pursuant to
Section 11(a)(ii) hereof.                                     

(ii) In the event                           

                 (A) any Acquiring Person or any Associate or Affiliate of any
 Acquiring Person, at any time after the date of this Agreement,
       directly or indirectly, (1) shall merge into the Company or otherwise
     combine with the Company and the Company shall be the continuing or
    surviving corporation of such merger or combination and the Common
      Shares of the Company shall remain outstanding and unchanged, or (2)
     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 shares of 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
   securities, other than pursuant to a pro rata distribution to all
         holders of Common Shares, or (3) 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 (as the case
     may be) the Company or any of its Subsidiaries, assets on terms and
         conditions less favorable to the Company than the Company would be able
         to obtain in arm's-length negotiation with an unaffiliated third party,
         other than pursuant to a transaction set forth in Section 13(a) hereof,
 or (4) 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 (as the case may be) 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 of this
         Agreement between the Company and such Acquiring Person or Associate or
      Affiliate) assets having an aggregate fair market value of more than
       $5,000,000, other than pursuant to a transaction set forth in Section
         13(a) hereof, or (5) 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 (6) shall receive
  the benefit, directly or indirectly (except proportionately as a
shareholder and except as a result of 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, or        

        (B) any Acquiring Person, alone or together with its
         Affiliates and Associates, shall, at any time after the Rights Dividend
     Declaration Date, become the Beneficial Owner of 15% or more of the
  Common Shares then outstanding, unless the event causing the 15%
     threshold to be crossed is a transaction set forth in Section 13(a)
hereof, or                                                    

               (C) during such time as there is an Acquiring Person, there
    shall be any reclassification of securities (including any reverse
    stock split), or recapitalization of the Company, or any merger or
consolidation of the Company with any of its Subsidiaries or  

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       any other transaction or series of transactions involving the Company
         or any of its Subsidiaries, other than a transaction or transactions to
     which the provisions of Section 13(a) apply (whether or not with or
        into or otherwise involving an Acquiring Person) which has the effect,
         directly or indirectly, of increasing by more than 1% the proportionate
      share of the outstanding shares of any class of equity securities of
        the Company or any of its Subsidiaries which is directly or indirectly
beneficially owned by any Acquiring Person or any Associate or
      Affiliate of any Acquiring Person, then promptly following five days
   after the date of the occurrence of an event described in Section
        11(a)(ii)(B) hereof and promptly following the occurrence of any event
         described in Section 11(a)(ii)(A) or (C) hereof, proper provision shall
         be made so that each holder of a Right (except as provided below) shall
         thereafter have the right to receive, upon exercise thereof at the then
        current Purchase Price in accordance with the terms of this Agreement,
in lieu of that number of one one-hundredths of a Series A    
         Participating Preferred Share for which such Right is then exercisable,
       such number (the "Adjustment Number") of Common Shares of the Company
        as shall equal the result obtained by (X) multiplying the then current
       Purchase Price by the then number of one one-hundredths of a Series A
        Participating Preferred Share for which such Right is then exercisable
        and (Y) dividing that product (which, following such first occurrence,
        shall thereafter be referred to as the "Purchase Price" for each Right
        for all purposes of this Agreement) by 50% of the Current Market Price
       (determined pursuant to Section 11(d) hereof) per Common Share on the
       date of such first occurrence (such number of shares, the "Adjustment
Shares").                                                     

                 (iii) In the event that the number of Common Shares which are
authorized by the Company's Articles of Incorporation but not 
   outstanding or reserved for issuance for purposes other than upon
         exercise of the Rights is not sufficient to permit the exercise in full
     of the Rights in accordance with the foregoing subparagraph (ii) of
      this Section 11(a), the Company shall: (A) determine the excess (the
       "Spread") of (1) the value of the Adjustment Shares issuable upon the
       exercise of a Right (the "Current Value") over (2) the Purchase Price
and (B) with respect to each Right, make adequate provision to
      substitute for the Adjustment Shares, upon payment of the applicable
      Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3)
     Common Shares or other equity securities of the Company (including,
     without limitation, shares, or units of shares, of Preferred Shares
         which the Board of Directors of the Company has deemed to have the same
value as Common Shares (such Preferred Shares, "Common Share  
       Equivalents")), (4) debt securities of the Company, (5) other assets,
    or (6) any combination of the foregoing, having an aggregate value
      equal to the Current Value, such aggregate value to be determined by
  the Board of Directors of the Company based upon the advice of a
        nationally recognized investment banking firm selected by the Board of
       Directors of the Company; provided, however, if the Company shall not
   have made adequate provision to deliver Current Value pursuant to
      clause (B), above, within thirty days following the later of (X) the
         first occurrence of a Section 11(a)(ii) Event and (Y) the date on which
      the Company's right of redemption pursuant to Section 23(a) expires,
    (the later of (X) and (Y) being referred to herein as the "Section
  11(a)(ii) Trigger Date"), then the Company shall be obligated to
 deliver, upon the surrender for exercise of a Right and without
       requiring payment of the Purchase Price, Common Shares (to the extent
    available), Series A Participating Preferred Shares (to the extent
available) and then, if necessary, cash,                      

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       which shares and/or cash have an aggregate value equal to the Spread.
        If the Board of Directors of the Company shall determine in good faith
 that it is likely that shareholder approval can be obtained for
        authorization to issue sufficient additional Common Shares which, when
       added to the number of then authorized and unissued Common Shares not
         then reserved for issuance for purposes other than upon exercise of the
    Rights, will be at least that number of Common Shares equal to the
       total number of Adjustment Shares required to be issued upon exercise
     in full of the Rights, the thirty day period set forth above may be
      extended to the extent necessary, but not more than ninety (90) days
         after the Section 11(a)(ii) Trigger Date, in order that the Company may
    seek shareholder approval for the authorization of such additional
         shares (such period, as it may be extended, the "Substitution Period").
     To the extent that the Company determines that action need be taken
pursuant to the first and/or second sentences of this Section 
    11(a)(iii), the Company (X) shall provide, subject to Section 7(e)
   hereof, that such action shall apply uniformly to all outstanding
        Rights, and (Y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek any    
     authorization of additional shares and/or to decide the appropriate
        form of distribution to be made pursuant to such first sentence and to
determine the Current Value thereof. In the event of any such 
        suspension, the Company shall issue a public announcement stating that
     the exercisability of the Rights has been temporarily suspended, as
    well as a public announcement at such time as the suspension is no
         longer in effect. For purposes of this Section 11(a)(iii), the value of
 a Common Share shall be the Current Market Price (as determined
    pursuant to Section 11(d) hereof) of a Common Share on the Section
   11(a)(ii) Trigger Date and the Current Value of any Common Shares
       Equivalent shall be deemed to have the same value as the Common Share
on such date.                                                 

     (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Rights Certificates or Series A   
Participating Preferred Shares entitling them to subscribe for or purchase (for 
a period expiring within forty-five calendar days after such record date) Series
A Participating Preferred Shares (or shares having the same rights, privileges  
and preferences as the Series A Participating Preferred Shares ("Equivalent     
Preferred Shares")) or securities convertible into Series A Participating       
Preferred Shares or Equivalent Preferred Shares at a price per Series A         
Participating Preferred Share or per Equivalent Preferred Share (or having a    
conversion price per share, if a security convertible into Series A             
Participating Preferred Shares or Equivalent Preferred Shares) less than the    
Current Market Price (as determined pursuant to Section 11(d) hereof) per Series
A Participating Preferred Share on such record date, except as otherwise        
provided in Section 7(e) and Section 11(a) 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 sum of the number of Series A Participating     
Preferred Share outstanding on such record date plus that number of Series A    
Participating Preferred Shares which could be purchased at the Current Market   
Price determined immediately preceding such record date by application of the   
total price at which all of the Series A Preferred Shares (or shares having the 
same rights, privileges and preference as the Series A Participating Preferred  
Shares ("Equivalent Preferred Shares")) or securities convertible into Series A 
Participating Preferred Shares or Equivalent Preferred Shares are offered for   
sale pursuant to such rights, options or warrants and the denominator of which  
shall be the sum of the number of Series A Participating Preferred Shares       
outstanding on such record date plus the number of additional Series A          
Participating Preferred Shares and/or                                           

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Equivalent Preferred Shares offered for subscription or purchase (or into which 
the convertible securities so offered are initially convertible). In case such  
subscription price is permitted to be paid by delivery of consideration part or 
all of which may be in a form other than cash, the value of such consideration  
shall be as determined in good faith by the Board of Directors of the Company,  
whose determination shall be described in a statement filed with the Rights     
Agent and shall be binding on the Rights Agent and the holders of the Rights.   
Series A Participating 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.                                  

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

  (d) (i) For the purpose of any computation hereunder, other than
       computations made pursuant to Section 11(a)(iii) hereof, the "Current
      Market Price" per Common Share on any date shall be deemed to be the
      average of the daily closing prices of a Common Share for the thirty
  consecutive Trading Days immediately prior to such date, and for
      purposes of computations made pursuant to Section 11(a)(iii) hereof,
       the Current Market Price per Common Share on any date shall be deemed
         to be the average of the daily closing prices of a Common Share for the
         ten consecutive Trading Days immediately following such date; provided,
        however, that in the event that the Current Market Price of the Common
       Share is determined during a period following the announcement by the
      issuer of the Common Share of (A) a dividend or distribution on such
   Common Share payable in shares of such Common Share or securities
       convertible into shares of such Common Share (other than the Rights),
        or (B) any subdivision, combination or reclassification of such Common
        Share, and prior to the expiration of the requisite thirty Trading Day
or ten Trading Day period, as set forth above, then, after the
        ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification         

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   and in each such case, the Current Market Price shall be properly
      adjusted to take into account ex-dividend trading. The closing price
        for each day shall be the last sale price, regular way, or, in case no
       such sale takes place on such day, the average of the closing bid and
        asked prices, regular way, in either case as reported in the principal
      consolidated transaction reporting system with respect to securities
         listed or admitted to trading on the New York Stock Exchange or, if the
      shares of Common Shares are not listed or admitted to trading on the
    New York Stock Exchange, as reported in the principal consolidated
       transaction reporting system with respect to securities listed on the
      principal national securities exchange on which the shares of Common
      Shares are listed or admitted to trading or, if the shares of Common
         Shares are not listed or admitted to trading on any national securities
      exchange, the last quoted price or, if not so quoted, the average of
      the high bid and low asked prices in the over-the-counter market, as
         reported by NASDAQ or such other system then in use, or, if on any such
date the shares of Common Shares are not quoted by any such   
  organization, the average of the closing bid and asked prices as
        furnished by a professional market maker making a market in the Common
     Shares selected by the Board of Directors of the Company. If on any
    such date no market maker is making a market in the Common Shares,
       Current Market Price per share shall mean the fair value per share as
    determined in good faith by the Board of Directors of the Company,
      whose determination shall be described in a statement filed with the
 Rights Agent and shall be conclusive for all purposes. The term
"Trading Day" shall mean a day on which the principal national
       securities exchange on which the Common Shares are listed or admitted
      to trading is open for the transaction of business or, if the Common
         Shares are not listed or admitted to trading on any national securities
exchange, a Business Day.                                     

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

       (e) Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an    
increase or decrease of at least one percent (1%) in the Purchase Price;        
provided, however, that any adjustments which by                                

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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       
thousandth of a Common Share or other share or one-hundred-thousandth of a      
Series A Participating Preferred Share, 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 mandates such adjustment or (ii) the Expiration Date.         

        (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
or Section 13(a) hereof, the holder of any Right thereafter exercised shall     
become entitled to receive any shares of capital stock other than Series A      
Participating Preferred Shares, thereafter the number of such other shares so   
receivable upon exercise of any Right and payment of the Purchase Price thereof 
shall be subject to adjustment from time to time in a manner and on terms as    
nearly equivalent as practicable to the provisions with respect to the Series A 
Participating Preferred Shares contained in Sections 11(a), (b), (c), (e), (g), 
(h), (i), (j), (k), (l) and (m), and the provisions of Sections 7, 9, 10, 13 and
14 hereof with respect to the Series A Participating 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-hundredths of a 
Series A Participating 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), upon each adjustment of the Purchase Price as a result of the    
calculations made in Sections 11(b) and (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-hundredths of a Series A Participating Preferred Share (calculated to the   
nearest one-hundred-thousandth) obtained by (i) multiplying (A) the number of   
one one-hundredths of a Series A Participating Preferred Share covered by a     
Right immediately prior to this adjustment by (B) the Purchase Price in effect  
immediately prior to such adjustment of the Purchase Price, and (ii) dividing   
the product so obtained by the Purchase Price in effect immediately after such  
adjustment of the Purchase Price.                                               

         (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in lieu of any adjustment in the 
number of one one-hundredths of a Series A Participating Preferred Share        
purchasable upon the exercise of a Right. Each of the Rights outstanding after  
the adjustment in the number of Rights shall be exercisable for the number of   
one one-hundredths of a Series A Participating 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 ten days later   
than the date of the public announcement. If Rights Certificates have been      
issued, upon each adjustment of the number of Rights pursuant to this Section   
11(i), the                                                                      

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Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights Certificates           
evidencing, subject to Section 14 hereof, the additional Rights to which such   
holders shall be entitled as a result of such adjustment, or, at the option of  
the Company, shall cause to be distributed to such holders of record in         
substitution and replacement for the Rights Certificates held by such holders   
prior to the date of adjustment, and upon surrender thereof, if required by the 
Company, new Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Rights Certificates so to be           
distributed shall be issued, executed and countersigned in the manner provided  
for herein (and may bear, at the option of the Company, the adjusted Purchase   
Price) and shall be registered in the names of the holders of record of Rights  
Certificates on the record date specified in the public announcement.           

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

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

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

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

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

         (o) The Company covenants and agrees that, after the Distribution Date,
it will not, except as permitted by Section 23 or Section 26 hereof, take (or   
permit any Subsidiary to take) any action if at the time such action is taken it
is reasonably foreseeable that such action will diminish substantially or       
otherwise eliminate the benefits intended to be afforded by the Rights.         

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

         SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, 
the Company shall (a) promptly prepare a certificate setting forth such         
adjustment and a brief statement of the facts accounting for such adjustment and
(b) promptly file with the Rights Agent, and with each transfer agent for the   
Series A Participating Preferred Shares and the Common Shares, a copy of such   
certificate. The Rights Agent shall be fully protected in relying on any such   
certificate and on any adjustment therein contained.                            

    SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER.                                                                  
       (a) In the event that, following the Share Acquisition Date, directly
or indirectly: (i) the Company shall consolidate with, or merge with and into,  
any other Person (other than a subsidiary of the Company in a transaction which 
complies with Section 11(o) hereof), and the Company shall not be the continuing
or surviving corporation of such consolidation or merger; or (ii) any Person    
(other than a Subsidiary of the Company in a transaction which complies with    
Section 11(o) hereof) shall consolidate with, or merge with or into, the        
Company, and the                                                                

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

(b) "Principal Party" shall mean:                             

                 (i) in the case of any transaction described in clause (i) or
     (ii) of the first sentence of Section 13(a), 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 other party to such merger or  
consolidation; and                                            

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

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       that is a party to such transaction or transactions receives the same
        portion of the assets or earning power so transferred or if the Person
         receiving the greatest portion of the assets or earning power cannot be
      determined, whichever of such Persons is the issuer of Common Shares
        having the greatest aggregate market value; provided, however, that in
       any such case, (A) if the Common Shares of such Person is not at such
    time and has not been continuously over the preceding twelve month
         period registered under Section 12 of the Exchange Act, and such Person
        is a direct or indirect Subsidiary of another Person the Common Shares
       of which is and has been so registered, "Principal Party" shall refer
    to such other Person; and (B) 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.            

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

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

              (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;                                    

                (iii) use its best efforts to qualify or register the Rights
      and the securities purchasable upon exercise of the Rights under the
        blue sky laws of such jurisdiction as may be necessary or appropriate;

             (iv) list or obtain quotation (or continue the listing or
       quotation of) the Rights and the securities purchasable upon exercise
    of the Rights on a national securities exchange or by an automated
quotation service; and                                        

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

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

SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.          

     (a) The Company shall not be required to issue fractions of Rights,
except prior to the Distribution Date as provided in Sections 11(i) and 11(p)   
hereof, 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                 

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

      (b) The Company shall not be required to issue fractions of Series A
Participating Preferred Shares (other than fractions which are integral         
multiples of one one-hundredth of a Series A Participating Preferred Share) upon
exercise of the Rights or to distribute certificates which evidence fractional  
shares of Series A Participating Preferred Shares (other than fractions which   
are integral multiples of one one-hundredth of Series A Participating Preferred 
Shares). In lieu of fractional shares of a Series A Participating Preferred     
Share that are not integral multiples of one one-hundredth of a Series A        
Participating Preferred Share, the Company may pay to the registered holders of 
Rights Certificates at the time such Rights are exercised as herein provided an 
amount in cash equal to the same fraction of the Current Market Value of one    
one-hundredth of a Series A Participating Preferred Share. For purposes of this 
Section 14(b), the Current Market Value of one one-hundredth of a Series A      
Participating Preferred Share shall be on one-hundredth of the closing price of 
a Series A Participating Preferred Share (as determined pursuant to Section     
11(d)(ii) hereof) for the Trading Day immediately prior to the date of such     
exercise.                                                                       

       (c) Following the occurrence of a Triggering Event, the Company shall
not be required to issue fractions of 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 a      
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 Section 11(d)(i) hereof) for the Trading Day immediately prior to   
the date of such exercise.                                                      

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

       SECTION 15. RIGHTS OF ACTION. All rights of action in respect of this
Agreement are vested in the respective registered holders of the Rights         
Certificates (and, prior to the Distribution Date,                              

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

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

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

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

      (c) subject to Section 6(a) and Section 7(f) hereof, the Company and
the Rights Agent may deem and treat the person in whose name a Rights           
Certificate (or, prior to the Distribution Date, the associated Common Share    
certificate) is registered as the absolute owner thereof and of the Rights      
evidenced thereby (notwithstanding any notations of ownership or writing on the 
Rights Certificates or the associated Common Share certificate 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 required to be affected by any
notice to the contrary; and                                                     

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

    SECTION 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive   
dividends or be deemed for any purpose the holder of the number of one          
one-hundredths of a Series A Participating Preferred Share 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 shareholder of the Company or any  
right to vote for the election of directors or upon any matter submitted to     
shareholders at any meeting thereof, or to give or withhold consent to any      
corporate action, or to receive notice of meetings or other actions affecting   
shareholders (except as provided in Section 24 hereof), or to receive dividends 
or subscription rights, or                                                      

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otherwise, until the Right or Rights evidenced by such Rights Certificate shall 
have been exercised in accordance with the provisions hereof.                   

SECTION 18. CONCERNING THE RIGHTS AGENT.                      
(a) The Company agrees to pay to the Rights Agent reasonable  
compensation for all services rendered by it hereunder and, from time to time,  
on demand of the Rights Agent, its reasonable expenses and counsel fees and     
disbursements and other disbursements incurred in the administration and        
execution of this Agreement and the exercise and performance of its duties      
hereunder. The Company also agrees to indemnify the Rights Agent for, and to    
hold it harmless against any loss, liability, or expense, incurred without      
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance  
and administration of this Agreement, including the costs and expenses of       
defending against any claim of liability in the premises.                       

      (b) The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection  
with its administration of this Agreement in reliance upon any Rights           
Certificate or certificate for Common 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.     

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

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

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

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

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

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

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

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

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

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

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         (h) The Rights Agent and any shareholder, 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 financially interested in any transaction in
which the Company may be interested, or contract with or lend money to the      
Company or otherwise act as fully and freely as though it were not Rights Agent 
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.            

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

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

   (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the 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.                                                                    

       SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement  
upon thirty days' notice in writing mailed to the Company, and to each transfer 
agent of the Common Shares and Series A Participating Preferred Shares, by      
registered or certified mail, and to the holders of the Rights Certificates by  
first-class mail. The Company may remove the Rights Agent or any successor      
Rights Agent upon thirty 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 and Series A Participating 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 thirty    
days after giving notice of such removal or after it has been notified in       
writing of such resignation or incapacity by the resigning or incapacitated     
Rights Agent or by the holder of a Rights Certificate (who shall, with such     
notice, submit his Rights Certificate for inspection by the Company), then any  
registered holder of any Rights Certificate may apply to any court of competent 
jurisdiction for the appointment of a new Rights Agent. Any successor Rights    
Agent, whether appointed by the Company or by such a court, shall be a          
corporation organized and doing business under the laws of the United States or 
of the State of Ohio (or of any other state of the United States so long as such
corporation is authorized to do business as a banking institution in the State  
of Ohio), in good standing, having a principal office in the State of Ohio,     
which is authorized under such laws to exercise corporate trust powers and is   
subject to supervision or examination by federal or state authority and which   
has at the time of its appointment as Rights Agent a combined capital and       
surplus of at least $100,000,000. After appointment, the successor Rights Agent 
shall be vested with the same powers, rights, duties and responsibilities as if 
it had been originally named as Rights Agent without further act or deed; but   
the predecessor Rights Agent shall deliver and                                  

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

SECTION 23. REDEMPTION AND TERMINATION.                       
      (a) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the Close of Business on the tenth day         
following the Share Acquisition Date (or, if the Share Acquisition Date shall   
have occurred prior to the Record Date, the Close of Business on the tenth day  
following the Record Date), or (ii) the Final Expiration Date, direct the       
Company to, and if so directed the Company shall, redeem all but not less than  
all the then outstanding Rights at a redemption price of $.01 per Right, as such
amount may be appropriately adjusted to reflect any stock split, stock dividend 
or similar transaction occurring after the date hereof (such redemption price   
being hereinafter referred to as the "Redemption Price"). Notwithstanding       
anything contained in this Agreement to the contrary, the Rights shall be       
exercisable after the first occurrence of a Section 11(a)(ii) Event until such  
time as the Company's right of redemption hereunder has expired.                

  (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent, and without any further action and without any     
notice, the right to exercise the Rights will terminate and the only right      
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption  
to the Rights Agent and the holders of the then outstanding Rights by mailing   
such notice to all such holders at each holder's last address as it appears upon
the registry books of the Rights Agent or, prior to the Distribution            

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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,
unless notice is mailed together with such payment.                             

SECTION 24. NOTICE OF CERTAIN EVENTS.                         

  (a) In the case the company shall propose, at any time after the
Distribution Date:                                                              

                (i) to pay any dividend payable in stock of any class to the
         holders of Series A Participating Preferred Shares or to make any other
        distribution to the holders of Series A Participating Preferred Shares
  (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company); or                         

          (ii) to offer to the holders of Series A Participating
         Preferred Shares rights or warrants to subscribe for or to purchase any
        additional shares of Series A Participating Preferred Shares or shares
of any class or any other securities, rights or options; or   

        (iii) to effect any reclassification of its Series A
         Participating Preferred Shares (other than a reclassification involving
      only the subdivision of outstanding shares of Series A Participating
Preferred Shares); or                                         

               (iv) to effect any consolidation or merger into or with any
       other Person (other than a Subsidiary of the Company in a transaction
     which complies with Section 11(o) hereof), or to effect any sale or
        other transfer (or to permit one or more of its Subsidiaries to effect
        any sale or other transfer), in one transaction or a series of related
      transactions, of more than 50% of the assets or earning power of the
        Company and its Subsidiaries (taken as a whole) to any other Person or
       Persons (other than the Company and/or any of its Subsidiaries in one
        or more transactions each of which complies with Section 11(o) hereof;
or                                                            

               (v) to effect the liquidation, dissolution or winding up of
      the Company; then, in each such case, the Company shall give to each
holder of a Rights Certificate, to the extent feasible and in 
    accordance with Section 25 hereof, notice of such proposed action,
    which shall specify the record date for the purposes of such stock
         dividend, distribution of rights or warrants, or the date on which such
       reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of   
participation therein by the holders of the shares of Series A
      Participating 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 twenty days prior to the record date
 for determining holders of the shares of Series A Participating
      Preferred Shares for purposes of such action, and in the case of any
   such other action, at least twenty days prior to the date of, the
        taking of such proposed action or the date of participation therein by
       the holders of the shares of Series A Participating 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, in any such case:                                            

                (i) the Company shall as soon as practicable thereafter give
       to each holder of a Rights Certificate, to the extent feasible and in
       accordance with Section 25 hereof, a notice of the occurrence of such
        event, which shall specify the event and the consequences of the event
to holders of Rights under Section 11(a)(ii) hereof; and      

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              (ii) all references in the preceding paragraph to Series A
       Participating Preferred Shares shall be deemed thereafter to refer to
Common Shares and/or, if appropriate, other securities.       

        (c) The failure of the Company to give any notice provided for in this
Section 24, or any defect therein, shall not (i) relieve the Company of any of  
its obligations under this Agreement or (ii) affect the legality or validity of 
the action for which notice was hereby required.                                

         SECTION 25. 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:                                                   

Lancaster Colony Corporation                
37 West Broad Street                        
Columbus, Ohio 43215                        
Attention: Corporate Secretary              

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

The Huntington National Bank                
41 South High Street                        
Columbus, Ohio  43287                       
       Attention:  Vice President, Corporate Trust Manager

Notices or demands authorized by this Agreement to be given or made by the      
Company or the Rights Agent to the holder of any Rights Certificate (or, if     
prior to the Distribution Date, to the holder of certificates representing      
Common Shares) 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 26. SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date
and subject to the penultimate sentence of this Section 26, the Company may and 
the Rights Agent shall, if the Company so directs, supplement or amend any      
provision of this Agreement without the approval of any holders of certificates 
representing Common Shares. From and after the Distribution Date and subject to 
the penultimate sentence of this Section 26, the Company and the Rights Agent   
shall, if the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order (a) to cure any         
ambiguity, (b) to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provisions herein, (c) to shorten or
lengthen any time period hereunder, or (d) to change or supplement the          
provisions hereunder in any manner which the Company may deem necessary or      
desirable and which shall not adversely affect the interests of the holders of  
Rights Certificates; provided, however, this Agreement may not be supplemented  
or amended to lengthen, pursuant to clause (c) of this sentence, (i) a time     
period relating to when the Rights may be redeemed at such time as the Rights   
are not then redeemable, or (ii) any other time period unless such lengthening  
is for the purpose of protecting, enhancing or clarifying the rights            

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of, and/or the benefits to, the holders of Rights. Upon the delivery of a       
certificate from an appropriate officer of the Company which states that the    
proposed supplement or amendment is in compliance with the terms of this Section
26, the Rights Agent shall execute such supplement or amendment. Notwithstanding
anything contained in this Agreement to the contrary, no supplement or amendment
shall be made which changes the Redemption Price, the Final Expiration Date or  
the number of one one-hundredths of a Series A Participating Preferred Share for
which a Right is exercisable. Prior to the Distribution Date, the interests of  
the holders of Rights shall be deemed coincident with the interests of the      
holders of Common Shares.                                                       

  SECTION 27. 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 28. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.
For all purposes of this Agreement, any calculation of the number of shares of  
Common Shares outstanding at any particular time, including for purposes of     
determining the particular percentage of such outstanding Common Shares of which
any Person is the Beneficial Owner, shall be made in accordance with the last   
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the  
Exchange Act. The Board of Directors of the Company shall have the exclusive    
power and authority to administer this Agreement and to exercise all rights and 
powers specifically granted to the Board or to the Company, or as may be        
necessary or advisable in the administration of this Agreement, including,      
without limitation, the right and power to (a) interpret the provisions of this 
Agreement, and (b) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not    
redeem the Rights or to amend the Agreement). All such actions, calculations,   
interpretations and determinations (including, for purposes of clause (Y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (X) be final, conclusive and binding on the Company, the   
Rights Agent, the holders of the Rights and all other parties, and (Y) not      
subject the Board to any liability to the holders of the Rights.                

         SECTION 29. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and 
the registered holders of the Rights Certificates (and, prior to the            
Distribution Date, registered holders of 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 the Rights Certificates (and, prior to the Distribution   
Date, registered holders of the Common Shares).                                 

SECTION 30. SEVERABILITY. If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent jurisdiction or   
other authority to be invalid, void or unenforceable, the remainder of the      
terms, provisions, covenants and restrictions of this Agreement shall remain in 
full force and effect and shall in no way be affected, impaired or invalidated; 
provided, however, that notwithstanding anything in this Agreement to the       
contrary, if any such term, provision, covenant or restriction is held by such  
court or authority to be invalid, void or unenforceable and the Board of        
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or      
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the Close of Business on the     
tenth day following the date of such determination by the Board of Directors.   

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       SECTION 31. GOVERNING LAW. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the    
laws of the State of Ohio and for all purposes shall be governed by and         
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State. The courts of the State of Ohio 
and or the United States of America located in the State of Ohio (the "Ohio     
Courts") shall have exclusive jurisdiction over any litigation arising out of or
relating to this Agreement and the transactions contemplated hereby, and any    
person commencing or otherwise involved in any such litigation shall waive any  
objection to the laying of venue of such litigation in the Ohio Courts and shall
not plead or claim in any Ohio Court that such litigation brought therein has   
been brought in an inconvenient forum.                                          

        SECTION 32. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed  
to be an original, and all such counterparts shall together constitute but one  
and the same instrument.                                                        

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

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

Attest:                                   LANCASTER COLONY CORPORATION          

By /s/ John L. Boylan                     By /s/ John B. Gerlach, Jr.           
  ----------------------------------         -----------------------------------
Name: John L. Boylan             Name:  John B. Gerlach, Jr.  
              ----------------------           ---------------------------------
Title: Treasurer/Asst.Secretary  Title: Chairman              
                ---------------------            -------------------------------

Attest:                                   THE HUNTINGTON NATIONAL BANK          

By /s/ Donna L. Shutek                    By  /s/ Candada J. Moore              
  ----------------------------------         -----------------------------------
Name: Donna L. Shutek            Name:  Candada J. Moore      
              ----------------------           ---------------------------------
Title: Vice President            Title: Vice President        
               ---------------------            --------------------------------

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 EXHIBIT A

PROVISIONS OF THE ARTICLES OF INCORPORATION OF THE COMPANY
SETTING FORTH THE TERMS OF 750,000 SHARES OF
 AUTHORIZED AND PRESENTLY UNISSUED CLASS A PREFERRED STOCK

EXPRESS TERMS OF THE CLASS A PREFERRED STOCK                                    

1.   DIVIDENDS                                                        

                  (i) The holders of record of shares of Class A Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in  
cash on the last day of each March, June, September and December in each year   
(each such date being referred to herein as a "Quarterly Dividend Payment       
Date"), commencing on the first Quarterly Dividend Payment Date after the first 
issuance of a share or fraction of a share of Class A Preferred Stock, in an    
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b), subject to the provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 100 times the         
aggregate per share amount (payable in kind) of all non-cash dividends or other 
distributions other than a dividend payable in shares of Common Stock or a      
subdivision of the outstanding shares of Common Stock (by reclassification or   
otherwise), paid on the Common Stock since the immediately preceding Quarterly  
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment 
Date, since the first issuance of any share or fraction of a share of Class A   
Preferred Stock. In the event the Corporation shall at any time after November  
18, 1991 (the "Rights Declaration Date") (x) declare any dividend on Common     
Stock payable in shares of Common Stock, (y) subdivide the outstanding Common   
Stock, or (z) combine the outstanding Common Stock into a smaller number of     
shares, then in each such case the amount of dividends to which holders of      
shares of Class A Preferred Stock were entitled immediately prior to such event 
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common   
Stock outstanding immediately after such event and the denominator of which is  
the number of shares of Common Stock that were outstanding immediately prior to 
such event.                                                                     

                (ii) On or after the date of the first issuance of any share
or fraction of a share of Class A Preferred Stock, no dividend on Common Stock  
shall be declared unless concurrently therewith a dividend or distribution is   
declared on the Class A Preferred Stock as provided in clause (i) of this       
paragraph B(1) of this Article FOURTH and the declaration of any such dividend  
on the Common Stock shall be expressly conditioned upon payment or declaration  
of and provision for payment of a dividend on the Class A Preferred Stock. In   
the event no dividend or distribution shall have been declared on the Common    
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Class A Preferred Stock shall nevertheless be payable on such subsequent        
Quarterly Dividend Payment Date.                                                

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              (iii) Dividends shall begin to accrue and be cumulative on
outstanding shares of Class A Preferred Stock from the Quarterly Dividend       
Payment Date next preceding the date of issue of such shares of Class A         
Preferred Stock, unless the date of issue of such shares is prior to the record 
date for the first Quarterly Dividend Payment Date, in which case dividends on  
such shares shall begin to accrue from the record date for the first Quarterly  
Dividend Payment Date following such date of issue, or unless the date of issue 
is a Quarterly Dividend Payment Date or is a date after the record date for the 
determination of holders of shares of Class A Preferred Stock entitled to       
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative   
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall   
not bear interest. The Board of Directors may fix a record date for the         
determination of holders of shares of Class A Preferred Stock entitled to       
receive payment of a dividend or distribution declared thereon, which record    
date shall be no more than 60 days prior to the date fixed for the payment      
thereof.                                                                        

    2. VOTING RIGHTS. The holders of shares of Class A Preferred Stock
shall have the following voting rights:                                         

               (i) Each share of Class A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the           
stockholders of the Corporation.                                                

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

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

                     (b) During any default period, such voting right of the
holders of Class A Preferred Stock may be exercised initially at a special      
meeting called pursuant to subparagraph (c) of this paragraph 2(iii) or at any  
annual meeting of stockholders; and thereafter at annual meetings of            
stockholders, provided that such voting right shall not be exercised unless the 
holders of ten percent (10%) in number of shares of Class A Preferred Stock     
outstanding shall be present in person or by proxy. The absence of a quorum of  
the holders of Common Stock shall not effect the exercise by the holders of     
Class A Preferred Stock of such voting right. At any meeting at which the       
holders of Class A Preferred Stock shall exercise such voting right initially   
during an existing default period, they shall have the right, voting as a class,
to elect Directors to fill such vacancies, if any, in the Board of Directors as 
may then exist up to two (2) Directors or, if such right is exercised at an     
annual meeting, to elect two (2) Directors. If the number which may be so       
elected at any special meeting because of existing vacancies is less than two,  
the holders of the Class A Preferred Stock shall have the right to make such    
increase in the number                                                          

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of Directors as shall be necessary to permit the election by them of two        
Directors. After the holders of the Class A Preferred Stock shall have exercised
their right to elect Directors in any default period and during the continuance 
of such period, the number of Directors shall not be increased or decreased     
except by vote of the holders of Class A Preferred Stock as herein provided.    

                      (c) Unless the holders of Class A Preferred Stock shall,
during an existing default period, have previously exercised their right to     
elect Directors, the Board of Directors may order, or any shareholder or        
shareholders owning in the aggregate not less than ten percent of the total     
number of shares of Class A Preferred Stock outstanding may request, the calling
of a special which special meeting shall thereupon be called by the President of
the Corporation. Notice of such meeting and of any annual meeting at which      
holders of Class A Preferred Stock are entitled to vote pursuant to this        
paragraph (2)(iii)(c) shall be given to each holder of record of Class A        
Preferred Stock by mailing a copy of such notice to him at his last address as  
the same appears on the books of the Corporation. Such meeting shall be called  
for a time not earlier than 10 days and not later than 60 days after such order 
or request or in default of the calling of such meeting within 60 days after    
such order or request, such meeting may be called on similar notice by any      
shareholder or shareholders owning in the aggregate not less than ten percent of
the total number of shares of Class A Preferred Stock outstanding.              
Notwithstanding the provisions of this paragraph (2)(iii)(c), no such special   
meeting shall be called during the period within 60 days immediately preceding  
the date fixed for the next annual meeting of the stockholders.                 

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

                      (e) Immediately upon the expiration of a default period,
(x) the right of the holders of Class A Preferred Stock as a class to elect     
Directors shall cease, (y) the term of any Directors elected by the holders of  
Class A Preferred Stock as a class shall terminate, and (z) the ongoing number  
of Directors shall be such number as may be provided for in, or pursuant to, the
Article of Incorporation or Regulations of the Corporation, irrespective of any 
increase made pursuant to the provisions of subparagraph (2)(iii)(b) (such      
number being subject, however, to change thereafter in any manner provided by   
law or in the Articles of Incorporation, or Regulations). Any vacancies in the  
Board of Directors effected by the provisions of clauses (y) and (z) in the     
preceding sentence may be filled by a majority of the remaining Directors, even 
though less than a quorum.                                                      

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3. DISSOLUTION, LIQUIDATION AND WINDING UP.                   

                 (i) In the event of any voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation (hereinafter        
referred to as a "Liquidation"), the holders of Class A Preferred Stock shall   
receive an amount per share equal to the greater of, (a) $7,000, or (b) 100     
times the amount per share to be distributed to holders of Common Stock, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether 
or not declared, to the date of such payment (the "Class A Liquidation          
Preference").                                                                   

                 (ii) In the event the Corporation shall at any time after the
Rights Declaration Date 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 Common Stock (by reclassification or otherwise 
than by payment of a dividend in Common Stock) into a greater or lesser number  
of shares of Common Stock, then in each such case the Class A Liquidation       
Preference determined pursuant to subparagraph (3)(i)(b) 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.                                    

   4. REDEMPTION. The shares of Class A Preferred Stock shall not be
redeemable.                                                                     

      5. CONVERSION RIGHTS. The Class A Preferred Stock is not convertible
into Common Stock or any other security of the Corporation.                     

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

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

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 EXHIBIT B

FORM OF RIGHTS CERTIFICATE

Certificate No. R-                                          _____________ Rights

NOT EXERCISABLE AFTER April 20, 2010 OR EARLIER IF REDEEMED BY THE COMPANY. THE 
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER     
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN             
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY   
BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR 
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN 
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE 
RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS          
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN   
SECTION 7(e) OF SUCH AGREEMENT.]1                                               

RIGHTS CERTIFICATE

LANCASTER COLONY CORPORATION

        This certifies that___________________________________________________
or registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,          
provisions and conditions of the Rights Agreement, dated as of April 20, 2000   
(the "Rights Agreement"), between Lancaster Colony Corporation, an Ohio         
corporation (the "Company"), and The Huntington National Bank (the "Rights      
Agent"), to purchase from the Company at any time prior to 5:00 p.m. (Columbus, 
Ohio time) on April 20, 2010 at the office or offices of the Rights Agent       
designated for such purpose, or its successors as Rights Agent, one             
one-hundredth of a fully paid, non-assessable Series A Participating Preferred  
Share (the "Preferred Share") of the Company, at a purchase price of $185 per   
one one-hundredth of a share (the "Purchase Price"), upon presentation and      
surrender of this Rights Certificate with the Form of Election to Purchase and  
related Certificate duly executed. The Purchase Price shall be paid in cash or  
by certified bank check or bank draft payable to the order of the Company. The  
number of Rights evidenced by this Rights Certificate (and the number of shares 
which may be purchased upon exercise thereof) set forth above, and the Purchase 
Price per share set forth above, are the number and Purchase Price as of April  
20, 2000 based on the Preferred Share as constituted at such date.              

            Upon the occurrence of a Triggering Event (as such term is defined
in the Rights Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of   
any such Acquiring Person (as such terms are defined in the Rights Agreement),  
(ii) a transferee of any such Acquiring Person, Associate or                    

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

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Affiliate, or (iii) under certain circumstances specified in the Rights         
Agreement, a transferee of a person who, after such transfer, became an         
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such     
Rights shall become null and void and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such Triggering Event.  

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

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

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

         Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a 
redemption price of $.01 per Right at any time prior to the earlier of the Close
of Business on (i) the tenth day following the Share Acquisition Date (as such  
time period may be extended pursuant to the Rights Agreement), and (ii) the     
Final Expiration Date.                                                          

            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-hundredth 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 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  
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or 
withhold consent to any corporate action, or, to receive notice of meetings or  
other actions affecting shareholders (except as provided in the Rights          
Agreement), or to receive dividends or subscription rights, or otherwise, until 
the Right or Rights evidenced by this Rights Certificate shall have been        
exercised as provided in the Rights Agreement.                                  

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

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        WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.                                                 

Dated as of ________________________ __, 20___                                  

ATTEST:                                         LANCASTER COLONY CORPORATION    

                  By
----------------------------------------          ------------------------------
  Secretary                                    (Title)

Countersigned:                                                                  

THE HUNTINGTON NATIONAL BANK                                                    

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)                                   

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

Dated: ________________, 20___                                                  

                                                --------------------------------
                         Signature

Signature Guaranteed:                                                           

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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 Acquiring Person (as such terms are defined  
pursuant to the Rights Agreement);                                              

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

Dated: ______________, 20__                                                     
                                                --------------------------------
                         Signature

Signature Guaranteed:                                                           

NOTICE                                                                          
------                                                                          

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

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FORM OF ELECTION TO PURCHASE
----------------------------

(TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS
REPRESENTED BY THE RIGHTS CERTIFICATE.) 

To:      LANCASTER COLONY CORPORATION                                           

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

Please insert social security                                                   
or other identifying number                                                     

--------------------------------------------------------------------------------
(Please print name and address)                                                 

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

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

Please insert social security                                                   
or other identifying number                                                   

--------------------------------------------------------------------------------
(Please print name and address)                                                 

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

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

Dated: ___________________, 20___                                               

                                             -----------------------------------
                   Signature

Signature Guaranteed:                                                           

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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 Acquiring Person (as such terms are       
defined pursuant to the Rights Agreement);                                      

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

Dated: ________________, 20___                                                  
                              ------------------------------------
   Signature

Signature Guaranteed:                                                           

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NOTICE
------

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

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 EXHIBIT C

 SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES

       The Board of Directors of Lancaster Colony Corporation (the
"Company") has declared a dividend distribution as of April 20, 2000 of one     
Right for each outstanding common share, no par value (the "Common Shares"), to 
shareholders of record at the Close of Business on April 20, 2000. Each Right   
entitles the registered holder to purchase from the Company a unit consisting of
one one-hundredth of a Series A Participating Preferred Share, $1.00 par value  
(a "Unit"), at a Purchase Price of $185.00 per Unit, subject to adjustment. The 
description and terms of the Rights and definitions of certain capitalized words
appearing herein are set forth in the Rights Agreement (the "Rights Agreement") 
between the Company and The Huntington National Bank, as Rights Agent.          

       Initially, the Rights will be attached to all Common Shares
certificates representing shares then outstanding, and no separate Rights       
Certificate will be distributed. The Rights will separate from the Common Shares
and a Distribution Date will occur upon the earlier of (i) ten days following a 
public announcement that a person or group of affiliated or associated persons  
(an "Acquiring Person") has acquired, or obtained the right to acquire,         
beneficial ownership of 15% or more of the outstanding shares of Common Shares  
(the "Share Acquisition Date"), or (ii) ten Business Days following the         
commencement of a tender offer or exchange offer that would result in a Person  
or group beneficially owning 30% or more of such outstanding shares of Common   
Shares. Until the Distribution Date, (i) the Rights will be evidenced by the    
Common Shares certificates and will be transferred with and only with such      
Common Shares certificates, (ii) the transfer of any certificate for Common     
Shares to which Rights are attached will also constitute the transfer of the    
Rights associated with the Common Shares represented by such certificate and    
(iii) the surrender of any certificate representing shares of Common Shares will
also constitute the surrender of the Rights associated with such shares of      
Common Shares.                                                                  

          The Rights are not exercisable until the Distribution Date and
will expire at the Close of Business on April 20, 2010, unless earlier redeemed 
by the Company as described below.                                              

      As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Shares as of the 
Close of Business on the Distribution Date and, thereafter, the separate Rights 
Certificates alone will represent the Rights.                                   

           In the event that at any time following the Distribution Date a
Person becomes the beneficial owner of more than 15% of the then outstanding    
shares of Common Shares, each holder of a Right 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 exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of any Triggering Event all Rights that are, or (under certain   
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable     
following the occurrence of either of the events set                            

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forth above until such time as the Rights are no longer redeemable by the       
Company as set forth below.                                                     

             For example, at an exercise price of $185 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event 
set forth in the preceding paragraph would entitle its holder to purchase $370  
worth of Common Shares (or other consideration, as noted above) for $185.00.    
Assuming that the Common Shares had a per share value of $100 at such time, the 
holder of each valid Right would be entitled to purchase 3.7 shares of Common   
Shares for $185.00.                                                             

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

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

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

          At any time until ten days following the Share Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.01 
per Right. Immediately upon the action of the Board of Directors ordering       
redemption of the Rights, the Rights will terminate and the only right of the   
holders of Rights will be to receive the $.01 redemption price.                 

            Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, the   
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Company, shareholders may, depending   
upon the circumstances, recognize taxable income in the event that the Rights   
become exercisable for Common Shares (or other consideration) of the Company or 
for common stock of the acquiring company as set forth below.                   

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           Other than those provisions relating to the Redemption Price, the
Final Expiration Date and the number of one one-hundredths of a Preferred Share,
any of the provisions of the Rights Agreement may be amended by the Board of    
Directors of the Company prior to the Distribution Date. After the Distribution 
Date, the provisions of the Rights Agreement may be amended by the Board in     
order to cure any ambiguity, to make changes which do not adversely affect the  
interests of holders of Rights (excluding the interests of any Acquiring        
Person), or to shorten or lengthen any time period under the Rights Agreement;  
provided, however, that no amendment to adjust the time period governing        
redemption shall be made at such time as the Rights are not redeemable.         

          A copy of the Rights Agreement will be filed with the Securities
and Exchange Commission as an Exhibit to the Company's Registration Statement on
Form 8-A. A copy of the Rights Agreement is available free of charge from the   
Rights Agent. This summary description of the Rights does not purport to be     
complete and is qualified in its entirety by reference to the Rights Agreement, 
which is incorporated herein by reference.                                      

C-3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		4/20/10		5		46			8-K
Filed on:		4/20/00		1		46
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