SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)              March 2, 1999

                           Penn National Gaming, Inc.
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             (Exact name of registrant as specified in its charter)

                  Pennsylvania                                       23-2234473
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(State of other incorporation)                                    (IRS Employer
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                                                            Identification No.)
Wyomissing Professional Center
825 Berkshire Boulevard, Suite 200, Wyomissing, Pennsylvania            19610
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(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code                  610-373-2400






Item 5. Description of Securities to be Registered.

                            PENN NATIONAL GAMING INC.
                           SUMMARY OF RIGHTS AGREEMENT

                  On May 20,  1998,  the  Board of  Directors  of Penn  National
Gaming, Inc. (the "Company")  declared a dividend  distribution of one preferred
share purchase right (the "Rights") for each outstanding  share of the Company's
Common  Stock,  par value  $.01 per share  (the  "Common  Shares"),  payable  to
shareholders  of record at the close of business on March 19,  1999.  Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share (a "Preferred Share Fraction") of the Company's  Preferred  Shares,  par
value $.01 per share (the  "Preferred  Shares"),  or a combination of securities
and assets of  equivalent  value,  at a purchase  price of $40.00 per  Preferred
Share Fraction (the "Purchase  Price"),  subject to adjustment.  The description
and  terms  of the  Rights  are set  forth in a Rights  Agreement  (the  "Rights
Agreement)  dated as of March 2, 1999 between the Company and Continental  Stock
Transfer and Trust  Company as Rights  Agent.  All terms not  otherwise  defined
herein are used as defined in the Rights Agreement.

                  Initially,  the Rights will be  evidenced  by all Common Share
certificates representing Common Shares then outstanding, and no separate Rights
Certificates  will be  distributed.  The Rights  will  separate  from the Common
Shares and will be distributed to the holders thereof upon the first to occur of
(i) the  close  of  business  of the  third  Business  Day  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  Common  Shares  (the  "Stock
Acquisition  Date"),  (ii) the  close of  business  on the  tenth  Business  Day
following the commencement of a tender offer or exchange offer that would result
in a Person or group  beneficially  owning 20% or more of the outstanding Common
Shares,  or (iii)  the  close of  business  on the  tenth  Business  Day after a
determination  by at least a majority of the  Continuing  Directors  (as defined
below)  that any  Person is an Adverse  Person,  in that such  Person,  alone or
together with its Affiliates and Associates,  has become the beneficial owner of
a  substantial  amount of Common  Shares (which amount shall in no event be less
than  10% of the  Common  Shares  then  outstanding)  and  (a)  such  beneficial
ownership  by such Person is intended  to cause the  Company to  repurchase  the
Common  Shares  beneficially  owned by such  Person or to cause  pressure on the
Company to take  action or enter into a  transaction  or series of  transactions
intended  to  provide  such  Person  with   short-term   financial   gain  under
circumstances where at least a majority of the Continuing  Directors  determines
that the best long-term  interests of the Company and its shareholders would not
be served by taking such action or entering into such  transaction  or series of
transactions  at that  time or (b)  such  beneficial  ownership  is  causing  or
reasonably likely to cause a material adverse impact (including, but not limited
to,  impairment of  relationships  with customers or impairment of the Company's
ability to maintain  its  competitive  position) on the business or prospects of
the Company (the date on which the Rights separate and are distributed being the
"Distribution Date").


                  A  "Continuing  Director"  is  any  member  of  the  Board  of
Directors prior to March 2, 1999, who is (i) not an Acquiring  Person or Adverse
Person,  or an Associate or  Affiliate of either of the  foregoing,  or (ii) any
Person who subsequently becomes a member of the Board of Directors who is not an
Acquiring Person or an Adverse Person, or an Associate or Affiliate of either of
the  foregoing,  and whose  nomination  or election to the Board of Directors is
recommended or approved by a majority of the Continuing Directors.

                  Until the Distribution  Date, (i) the Rights will be evidenced
by Common Share  certificates  and will be  transferred  with and only with such
Common Share certificates, (ii) new Common Share certificates issued after March
19,  1999,  will  contain a  notation  incorporating  the  Rights  Agreement  by
reference and (iii) the surrender  for transfer of any  certificates  for Common
Shares  outstanding  will also constitute the transfer of the Rights  associated
with the Common Shares represented by such certificates.

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business on March 18, 2009,  unless earlier redeemed
or exchanged by the Company as described below.

                  As soon as  practical  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.  Except as deemed  necessary and
appropriate  by at least a majority of the Continuing  Directors,  and except in
connection  with  Common  Shares  issued upon the  exercise  of  employee  stock
options, issuances under other employee stock benefit plans or the conversion of
convertible securities issued prior to the Distribution Date, only Common Shares
issued prior to the Distribution Date will be issued with Rights.

                  In the event that (i) the Company is the surviving corporation
in a merger with an  Acquiring  Person and the Common  Shares are not changed or
exchanged, (ii) a person or entity becomes the beneficial owner of more than 20%
of the then  outstanding  Common  Shares  except  pursuant  to an offer  for all
outstanding Common Shares which at least a majority of the Continuing  Directors
determines  to be  fair  to,  and  otherwise  in  the  best  interests  of,  the
shareholders,  (iii) an Acquiring  Person engages in one or more  "self-dealing"
transactions  as set forth in the Rights  Agreement,  (iv)  during  such time as
there is an Acquiring  Person,  an event occurs which results in such  Acquiring
Person's  ownership  interest being increased by more than 1%, or (v) at least a
majority  of the  Continuing  Directors  determines  that a Person is an Adverse
Person,  then in any such event each holder of a Right will  thereafter have the
right to receive, upon exercise, that number of Preferred Share Fractions (or in
certain  circumstances,  that number of Common Shares,  cash,  property or other
securities of the Company)  having a value equal to two times the exercise price
of the Right.  In lieu of requiring  payment of the Purchase Price upon exercise
of the Rights  following  any such event,  the Company,  by action of at least a
majority of the Continuing Directors, may permit the holders simply to surrender
the Rights,  in which event they will be  entitled  to receive  Preferred  Share
Fractions  (and/or Common Shares or other  property,  as the case may be) with a
value of 50% of what could be purchased by payment of the full  Purchase  Price.
The Rights,  however, are not exercisable following the occurrence of any of the

events set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below. Notwithstanding any of the foregoing,  following
the  occurrence  of any of the events set forth  above,  all Rights that are, or
(under  certain   circumstances   specified  in  the  Rights   Agreement)  were,
beneficially  owned by any Acquiring  Person or Adverse  Person will be null and
void.  The  events  set forth in this  paragraph  are  referred  to as  "Section
11(a)(ii) Events."

                  For example,  at an exercise  price of $40.00 per Right,  each
Right not owned by an  Acquiring  Person or an  Adverse  Person  (or by  certain
related parties) following a Section 11(a)(ii) Event would entitle its holder to
purchase  $80.00 worth of Preferred  Share  Fractions (or Common Shares or other
consideration  as noted above) for $40.00.  Assuming that Preferred Shares had a
per share value of $1,000 at such time, and that Preferred Share Fractions had a
value of one  one-hundredth  of $1,000 or $10.00 per Preferred Share Fraction at
such time,  the holder of each  valid  Right  would be  entitled  to  purchase 8
Preferred  Share  Fractions  of  $10.00  (or  $80.00  worth of  Preferred  Share
Fractions). Alternatively, the Company could permit the holder to surrender each
Right in exchange for stock or cash  equivalent to one Preferred Share Fractions
(with a value of $40.00) without the payment of any consideration other than the
surrender of the Right.

                  In the event that, at any time following the Stock Acquisition
Date,  (i) the  Company is acquired  in a merger or other  business  combination
transaction in which the Company is not the surviving  corporation or the Common
Shares are  changed or  exchanged  (other than a merger  which  follows an offer
determined by at least a majority of the Continuing Directors to be fair to, and
otherwise in the best interests of, the shareholders) 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,  that number of shares of
common stock of the  acquiring  company  which equals the exercise  price of the
Right divided by one-half of the current market price of such  company's  common
stock at the date of the  occurrence of the event.  Again,  provision is made to
permit  surrender of the Rights in exchange for one-half of the value  otherwise
purchasable.  The events set forth in this paragraph are referred to as "Section
13  Events,"  and the  Section  11(a)(ii)  Events and the  Section 13 Events are
collectively referred to as the "Triggering Events."

                  For example,  at an exercise  price of $40.00 per Right,  each
Right following a Section  11(a)(ii) Event set forth in the preceding  paragraph
would  entitle its holder to purchase for $40.00 such number of shares of common
stock of the acquiring  company  which equals $40.00  divided by one-half of the
current market price of such company's  common stock.  Assuming that such common
stock had a current market price of $10.00 per share at such time, the holder of
each valid Right would be entitled to purchase  eight  shares of common stock of
the acquiring company for $40.00 (or $80.00 worth of common stock).

                  At any time after the occurrence of a Section 11(a)(ii) Event,
at the  election  of a majority  of the  Continuing  Directors,  the Company may
exchange  the Rights  (other  than  Rights  owned by an  Acquiring  Person or an
Adverse  Person  which have become  void),  in whole or in part,  at an exchange

ratio of one  Preferred  Share  Fraction  (or,  upon further  election of such a
majority, Common Shares) per Right (subject to adjustment).

                  The Purchase Price payable,  and the number of Preferred Share
Fractions 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  Preferred  Shares of  evidences  of
indebtedness or assets  (excluding  quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).

                  With  certain  exceptions,   no  adjustments  in  the  initial
Purchase Price will be required until cumulative  adjustments amount to at least
1% of the Purchase Price.  The Company will not be required to issue  fractional
Preferred Shares, other than fractions which are integral multiples of Preferred
Shares (or, in the event of an appropriate election, Common Shares) and, in lieu
of such  fractional  Preferred  Shares (or Common Shares,  if  appropriate),  an
adjustment  in cash  will be made  based on the  market  price of the  Preferred
Shares (or Common Shares,  as the case may be) on the last trading date prior to
the date of exercise.

                  In  general,  at any time  until ten (10) days  following  the
Stock  Acquisition  Date or the date on which a person has been determined to be
an Adverse Person,  the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right  (payable in cash or stock).  After the  redemption
period has  expired  and prior to the  occurrence  of a  Triggering  Event,  the
Company's  right of redemption may be reinstated upon the approval of at least a
majority of the Continuing  Directors if either (i) an Acquiring  Person reduces
his  beneficial  ownership  to  10%  or  less  of the  outstanding  shares  in a
transaction or series of transactions not involving the Company and there are no
other Acquiring Persons,  or (ii) there is approval of the merger of the Company
with,  or  acquisition  of the Company by, a person  unrelated to any  Acquiring
Person  and such  reinstatement  is part of the  approval  of such  transaction.
Immediately  upon  redemption of the Rights,  the Rights will  terminate and the
only right of the holders of the 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 receive dividends. The creation of the Rights should not be
taxable  to  shareholders.   Shareholders  may,  however,   depending  upon  the
circumstances,  recognize  taxable  income in the event that the  Rights  become
exercisable for Preferred Shares (or other  consideration) of the Company or for
common stock of an acquiring company as set forth above.

                  Other than those provisions relating to the principal economic
terms of the  Rights,  any of the  provisions  of the  Rights  Agreement  may be
amended  by at  least  a  majority  of the  Continuing  Directors  prior  to the
Distribution  Date.  After the  Distribution  Date, the provisions of the Rights
Agreement may be amended by at least a majority of the  Continuing  Directors 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 Adverse  Person),  or to shorten or lengthen  certain time periods  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.

                  As of March 2,  1999,  there  were  14,740,832  Common  Shares
outstanding.  As of March 2, 1999,  options to purchase  1,184,500 Common Shares
had been  granted and  remained  unexercised  under the  Company's  stock option
plans,  and 815,500 Common Shares were available  thereunder for future grant of
options. Each outstanding Common Share on March 19, 1999 will receive one Right.
As long as the Rights are  attached  to the Common  Shares and in certain  other
circumstances  described above, the Company will issue one Right for each Common
Share issued.  As of March 2, 1999, no shares of Preferred  Stock of the Company
had been issued.

                  The Rights have certain anti-takeover effects. The Rights will
cause  substantial  dilution  to a Person or group that  attempts to acquire the
Company without  conditioning the offer on a substantial  number of Rights being
redeemed or acquired.  The Rights should not interfere  with any merger or other
business combination approved by at least a majority of the Continuing Directors
of the Company because (i) the Continuing Directors may, at their option, at any
time prior to the close of  business on the tenth  Business  Day  following  the
Stock Acquisition Date or the date a Person has been determined to be an Adverse
Person, redeem all, but not less than all, of the then outstanding Rights at the
redemption  price.  In addition,  the Board has limited ability to reinstate the
redemption  of the  Rights  as set  forth  above.  Once a  Triggering  Event has
occurred, however, the redemption right cannot be reinstated.

                  The Rights Agreement  between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the form
of Rights  Certificate,  is  attached  hereto as  Exhibit 1 and is  incorporated
herein by reference. The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to such Exhibit.



Item 7. Exhibits.

1.Rights  Agreement,  dated as of March 2, 1999,  between Penn National  Gaming,
  Inc. and  Continental  Stock  Transfer and Trust  Company,  which includes the
  form of  resolutions  of Penn  National  Gaming,  Inc.'s Board of Directors as
  Exhibit  A, the form of Rights  Certificate  as  Exhibit B and the  Summary of
  Rights  Agreement  as Exhibit C. 





                                    SIGNATURE

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


                           PENN NATIONAL GAMING, INC.

Date: March 17, 1999


                                              /s/Peter M. Carlino
                                          Name:  Peter M. Carlino
                                          Title:    Chairman and Chief Executive
                                                                         Officer





                                  EXHIBIT INDEX
Exhibit

                Rights Agreement dated as of March 2, 1999 between Penn National
                  Gaming, Inc. and Continental Stock Transfer and Trust Company.






                                RIGHTS AGREEMENT


                                     between


                           PENN NATIONAL GAMING, INC.


                                       and


                  CONTINENTAL STOCK TRANSFER AND TRUST COMPANY


                            dated as of March 2, 1999




                                TABLE OF CONTENTS


1.Certain Definitions..........................................................1

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

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

4.Form of Rights Certificates..................................................8

5.Countersignature and Registration............................................9

6.Transfer, Split Up, Combination and Exchange of Rights Certificates;
  Mutilated, Destroyed, Lost or Stolen Rights Certificates....................10

7.Exercise of Rights; Purchase Price; Expiration Date.........................11

8.Cancellation and Destruction of Rights Certificates.........................13

9.Reservation and Availability of Stock; Registration.........................13

10.Capital Stock Record Date..................................................14

11.Adjustment of Purchase Price, Number and Kind of Shares or Number of
   Rights.....................................................................15

12.Certificate of Adjusted Purchase Price or Number of Shares.................24

13.Consolidation, Merger or Sale or Transfer of Assets or Earning Power.......24

14.Fractional Rights and Fractional Shares....................................27

15.Rights of Action...........................................................28

16.Agreement of Rights Holders................................................28

17.Rights Certificate Holder Not Deemed a Shareholder.........................29

18.Matters Concerning the Rights Agent............................... ........29

19.Merger or Consolidation or Change of Name of Rights Agent..................30

20.Duties of Rights Agent.....................................................30

21.Change of Rights Agent.....................................................34

22.Issuance of New Rights Certificates........................................34




23.Redemption and Termination.................................................35

24.Exchange...................................................................36

25.Notice of Certain Events...................................................37

26.Notices....................................................................38

27.Supplements and Amendments.................................................40

28.Successors.................................................................40

29.Determinations and Actions by the Board....................................40

30.Benefits of this Agreement.................................................41

31.Severability...............................................................41

32.Governing Law..............................................................41

33.Counterparts...............................................................42

34.Descriptive Headings.......................................................43


Exhibit A - Rights, Preferences, and Limitations of Series A Preferred Stock
Exhibit B - Rights Certificate
Exhibit C - Summary of Rights Agreement






THIS  RIGHTS  AGREEMENT  is dated as of March 2,  1999,  between  Penn  National
Gaming, Inc., a Pennsylvania corporation (the "Company"),  and Continental Stock
Transfer and Trust Company, a New York corporation (the "Rights Agent").  On May
20, 1998 (the "Rights Dividend  Distribution  Date"),  the Board of Directors of
the  Company  (the  "Board")  has  authorized  and  declared a  dividend  of one
preferred share purchase right (a "Right") for each Common Share (as hereinafter
defined) of the  Corporation  outstanding  at the close of business on March 19,
1999 (the  "Record  Date"),  each Right  representing  the right to purchase one
one-hundredth  (1/100) of a Preferred Share (as hereinafter  defined),  upon the
terms and subject to the conditions herein set forth, and has further authorized
and  directed  the  issuance of one Right with respect to each Common Share that
shall  become  outstanding  between  the  Record  Date and the  earliest  of the
Distribution  Date, the Redemption  Date or the Final  Expiration  Date (as such
terms are hereinafter  defined);  provided,  however,  that Rights may be issued
with  respect  to  Common  Shares  that  shall  become   outstanding  after  the
Distribution  Date and prior to the earlier of the Redemption Date and the Final
Expiration  Date  in  accordance  with  the  provisions  of  Section  22 of this
Agreement.
                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual agreements herein set forth, the parties hereto,  intending to be legally
bound, hereby agree as follows:

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

1.1......"Acquiring  Person"  shall mean any Person who or which,  together with
all Affiliates and Associates of such Person,  is the Beneficial Owner of 15% or
more  of the  Common  Shares  then  outstanding  (other  than as a  result  of a
Permitted  Offer (as hereinafter  defined)),  but shall not include the Company,
any  Subsidiary of the Company,  any employee  benefit plan of the Company or of
any Subsidiary of the Company, any Person organized, appointed or established by
the Company  for or  pursuant  to the terms of any such plan,  or any Person (an
"Existing  Holder") who, on the date of this Agreement is already the Beneficial
Owner  of  15% or  more  of the  Common  Shares  (unless  such  person  acquires
additional  Common Shares such that such Person becomes the Beneficial  Owner of
at  least 1% more of the  Common  Shares  than is the case on the date  hereof).
Notwithstanding the foregoing, the term "Acquiring Person" shall not include any
Person (i) who or which  together  with all  Affiliates  and  Associates of such
Person becomes the  beneficial  owner of 15% or more of the  outstanding  Common
Shares as a result of the  acquisition of securities  directly from the Company,
or (ii) either (A) as a result of an acquisition of Common Shares by the Company
which,  by  reducing  the number of Common  Shares  outstanding,  increases  the
proportionate  number of Common Shares  beneficially owned by such Person to 15%
or more of the Common  Shares then  outstanding;  provided,  however,  that if a
Person shall  become the  Beneficial  Owner of 15% or more of the Common  Shares
then  outstanding  by reason of Common Share  purchases by the Company and shall
thereafter  become the Beneficial  Owner of any additional  Common Shares,  then

such Person shall be deemed to be an "Acquiring Person," or (B) who (i) within 8
days after such Person would otherwise have become an Acquiring  Person (but for
the operation of this subclause B), such Person  notifies the Board of Directors
that  such  Person  did so  inadvertently  and  (ii)  within 2 days  after  such
notification,  such  Person  is the  Beneficial  Owner  of less  than 15% of the
outstanding Common Shares.

1.2......"Act" shall mean the Securities Act of 1933, as amended.

1.3......"Adjustment Shares" shall have the meaning set forth in
          Section 11(a)(ii)(D).

1.4......"Adverse  Person" shall mean any Person  determined to be an Adverse
          Person  pursuant to the criteria set forth in Section 11(a)(ii)(D).

1.5......"Affiliate" and "Associate" shall have the respective meanings given to
such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act as in effect on the date hereof.

1.6......"Agreement" shall mean this Rights Agreement.

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

1.7.1.1..which such Person or any of such Person's Affiliates or Associates,
directly or indirectly,  beneficially owns;

1.7.1.2..which  such Person or any of such Person's  Affiliates  or  Associates,
directly  or  indirectly,  has the  right  to  acquire  (whether  such  right is
exercisable  immediately  or only  after the  passage of time)  pursuant  to any
agreement,  arrangement or understanding (whether or not in writing) or upon the
exercise of  conversion  rights,  exchange  rights,  other  rights,  warrants or
options or otherwise;  provided,  however, that a Person shall not be deemed the
"Beneficial  Owner"  of,  or to  "beneficially  own,"  (1)  securities  tendered
pursuant  to a tender or  exchange  offer made by or on behalf of such Person or
any of such Person's Affiliates or Associates until such tendered securities are
accepted for purchase or exchange,  (2)  securities  issuable  upon  exercise of
Rights  at any time  prior  to the  occurrence  of a  Triggering  Event,  or (3)
securities  issuable upon exercise of Rights from and after the  occurrence of a
Triggering  Event  which  Rights  were  acquired  by such  Person or any of such
Person's  Affiliates or Associates prior to the Distribution Date or pursuant to
Section 3(a) or Section 22 (the "Original  Rights") or pursuant to Section 11(i)
in connection with an adjustment made with respect to any Original Rights;

1.7.1.3..which  such Person or any of such Person's  Affiliates  or  Associates,
directly or indirectly,  has the right to vote or dispose of or has  "beneficial
ownership"  of (as  determined  pursuant  to Rule  13d-3  promulgated  under the
Exchange Act, or any comparable or successor rule), including without limitation
pursuant  to any  agreement,  arrangement  or  understanding,  whether or not in
writing;  provided,  however,  that a Person shall not be deemed the "Beneficial
Owner" of, or to "beneficially  own," any security under this Section l(g)(i)(C)

as a result of an oral or written  agreement,  arrangement or  understanding  to
vote such security if such agreement,  arrangement or  understanding  (1) arises
solely from a revocable  proxy or consent given in response to a public proxy or
consent  solicitation  made pursuant to, and in accordance  with, the applicable
provisions of the rules and regulations  promulgated under 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

1.7.1.4..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 promulgated as described in Section
l(g)(i)(C)(1)) or disposing of such securities (other than customary  agreements
with and between  underwriters  and selling group members with respect to a bona
fide public offering of securities) relating to the acquisition, holding, voting
(except to the extent  contemplated  by the  proviso to Section  l(g)(i)(B))  or
disposing of any securities of the Company.

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

1.8......"Board" shall have the meaning set forth in the Preamble to this
Agreement.

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

1.10....."Close  of  business"  on any given date shall mean 5:00 p.m.  New York
City time, on such date; provided,  however, that if such date is not a Business
Day it shall mean 5:00 p.m. New York City time, on the next succeeding  Business
Day.

1.11....."Common  Shares" when used with reference to the Company shall mean the
shares of Common  Stock,  par value  $.01 per  share,  of the  Company.  "Common
Shares"  when used with  reference  to any Person  other than the Company  shall
mean:  (i) in the case of Persons  organized  in corporate  form,  the shares of
capital stock or units of equity security with the greatest voting power of such
Person or, if such Person is a Subsidiary  of another  Person,  of the Person or
Persons which ultimately  control such  first-mentioned  Person, and (ii) in the
case of  Persons  not  organized  in  corporate  form,  the units of  beneficial
interest which (A) represent the right to  participate  generally in the profits
and losses of such Person  (including  without  limitation any  flow-through tax

benefits  resulting  from an  ownership  interest  in such  Person)  and (B) are
entitled to exercise the greatest voting power of such Person or, in the case of
a limited  partnership,  shall have the power to remove the  general  partner or
partners.

1.12....."Common stock equivalents" shall have the meaning set forth in
Section 11(a)(iii).

1.13....."Company" shall have the meaning set forth in the Preamble to this
Agreement.

1.14....."Continuing  Director"  shall mean (i) any  member of the Board,  while
such  Person  is a member of the  Board,  who is not an  Acquiring  Person or an
Adverse  Person,  or  an  Affiliate  or  Associate  of  any  such  Person,  or a
representative or designee of an Acquiring Person or an Adverse Person or of any
such Affiliate or Associate,  and was a member of the Board prior to the date of
this  Agreement,  or (ii) any  Person who  subsequently  becomes a member of the
Board,  while  such  Person is a member of the  Board,  who is not an  Acquiring
Person or an Adverse Person, or an Affiliate or Associate of any such Person, or
a  representative  or designee of an Acquiring Person or an Adverse Person or of
any such  Affiliate or Associate,  if such Person's  nomination  for election or
election to the Board is recommended or approved by a majority of the Continuing
Directors.

1.15....."Current Market Price" shall have the meaning set forth in
Section 11(d).

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

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

1.18....."Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

1.19....."Exchange Ratio" shall have the meaning set forth in Section 24(a).

1.20....."Existing Holder" shall have the meaning set forth in Section 1(a).

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

1.22....."Final  Expiration  Date" shall mean the close of business on March 18,
2009.

1.23....."Interested  Shareholder"  shall  mean  any  Acquiring  Person  or  any
Affiliate or  Associate of an Acquiring  Person or any other Person in which any
such  Acquiring  Person,  Affiliate or Associate  has an interest,  or any other
Person  acting  directly or  indirectly on behalf of or in concert with any such
Acquiring Person, Affiliate or Associate.

1.24....."Original Rights" shall have the meaning set forth in
Section l(g)(i)(B)(3).

1.25....."Permitted  Offer"  shall mean a tender or exchange  offer which is for
all outstanding  Common Shares at a price and on terms determined,  prior to the
purchase of shares under such tender or exchange  offer,  by at least a majority
of the members of the Board who are not  officers of the Company and who are not
Acquiring Persons or Affiliates,  Associates,  nominees or representatives of an
Acquiring Person, to be adequate (taking into account all factors that the Board
deems relevant including,  without  limitation,  prices that could reasonably be
achieved if the Company or its assets were sold on an orderly basis  designed to
realize  maximum  value) and otherwise in the best  interests of the Company and
its shareholders (other than the Person or any Affiliate or Associate thereof on
whose basis the offer is being made)  taking into  account all factors that such
directors may deem relevant.

1.26.....  "Person" shall mean any individual, firm, corporation, partnership or
other entity.

1.27....."Preferred  Share" shall mean a share of Series A Preferred  Stock, par
value $0.01 per share,  of the  Company  and, to the extent that there are not a
sufficient number of shares of Series A Preferred Stock authorized to permit the
full  exercise of the Rights,  shares of any other series of Preferred  Stock of
the Company designated for such purpose containing terms  substantially  similar
to the terms of the Series A Preferred Stock.

1.28....."Preferred Share Fraction" shall mean one one-hundredth (1/100) of a
Preferred Share.

1.29....."Principal Party" shall have the meaning set forth in Section 13(b).

1.30....."Purchase Price" shall have the meaning set forth in Section 4(a).

1.31....."Record Date" shall have the meaning set forth in the Preamble to this
Agreement.

1.32....."Redemption Price" shall have the meaning set forth in Section 23(a).

1.33....."Rights" shall have the meaning set forth in the Preamble to this
Agreement.

1.34....."Rights Agent" shall have the meaning set forth in the Preamble to this
Agreement.

1.35....."Rights Certificates" shall have the meaning set forth in Section 3(a).

1.36....."Rights  Dividend Declaration Date" shall have the meaning set forth in
the Preamble to this Agreement.

1.37....."Section  11(a)(ii)  Election"  shall mean the  election  described  in
Section 11(a)(ii)(x) and (y).


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

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

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

1.41....."Section 24(a) Election" shall have the meaning set forth in
Section 24(a).
1.42....."Spread" shall have the meaning set forth in Section 11(a)(iii).

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

1.44....."Subsidiary" shall mean, with reference to any Person, any other Person
of which at least a majority of the voting power of the voting equity securities
or equity  interests is  beneficially  owned,  directly or  indirectly,  by such
first-mentioned Person.

1.45....."Substitute Consideration" shall have the meaning set forth in
Section 11(a)(iii).

1.46....."Substitution Period" shall have the meaning set forth in
Section 11(a)(iii).

1.47....."Trading Day" shall have the meaning set forth in Section 11(d).

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

2........Appointment  of Rights Agent.  The Company  hereby  appoints the Rights
Agent  to act as  agent  for the  Company  in  accordance  with  the  terms  and
conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
Company may from time to time appoint such  additional  Rights  Agents as it may
deem  necessary or  desirable.  The Company  shall give the Rights Agent 45 days
notice of the appointment of any such additional Rights Agent.

3........Issue of Rights Certificates.

3.1......Until  the  first to occur of (i) the  close of  business  on the third
Business  Day after the Stock  Acquisition  Date (or, if the third  Business Day
after the Stock  Acquisition  Date occurs  before the Record Date,  the close of
business on the Record Date),  (ii) the close of business on the tenth  business
day (as defined in Rule 14d-l(e)(6)  promulgated  under the Exchange Act, or any

comparable or successor  rule) after the date that a tender or exchange offer by
any Person (other than the Company,  any Subsidiary of the Company, any employee
benefit plan of the Company or of any  Subsidiary of the Company,  or any Person
or entity organized,  appointed or established by the Company for or pursuant to
the  terms of any such  plan) is first  published  or sent or given  within  the
meaning of Rule 14d-2(a)  promulgated  under the Exchange Act (or any comparable
or successor rule), if upon  consummation  thereof,  such Person would become an
Acquiring Person (provided,  however,  that if such an offer is terminated prior
to the occurrence of a Distribution  Date, then no Distribution Date shall occur
as a result of such offer,  or (iii) the close of business on the tenth Business
Day after a determination, pursuant to Section 11(a)(ii)(D), that a Person is an
Adverse Person (the first to occur of (i), (ii) and (iii) being herein  referred
to as the  "'Distribution  Date"),  (A) the Rights will be evidenced (subject to
the provisions of Section 3(b)) by the certificates for the Common Shares (which
certificates  for Common  Shares  shall be deemed  also to be  certificates  for
Rights) and not by separate certificates and (B) the Rights will be transferable
only in connection with the transfer of the underlying  Common Shares (including
a transfer to the Company).  As soon as practicable after the Distribution Date,
the Rights Agent will send by  first-class,  insured,  postage  prepaid mail, to
each  record  holder  of  Common  Shares  as of the  close  of  business  on the
Distribution  Date,  at the address of such  holder  shown on the records of the
Company, one or more Rights certificates, in substantially the form of Exhibit B
hereto (the "Rights  Certificates"),  evidencing 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),  at the time of  distribution  of the  Right  Certificates,  the
Company shall make and notify the Rights Agent of the necessary and  appropriate
rounding   adjustments  (in  accordance  with  Section  14(a))  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.

3.2......As promptly as practicable  following the Record Date, the Company will
send a copy of a Summary of Rights Agreement, in substantially the form attached
hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder
of Common  Shares as of the close of  business on the Record Date at the address
of such holder shown on the records of the Company. With respect to certificates
for the Common Shares  outstanding as of the Record Date, until the Distribution
Date,  ownership of and beneficial  interests in the Rights will be evidenced by
such certificates for the Common Shares and the registered holders of the Common
Shares shall also be the registered holders of the associated Rights.  Until the
earlier of the  Distribution  Date or the  Expiration  Date, the transfer of any
certificates  representing  Common  Shares in respect of which  Rights have been
issued shall also  constitute  the transfer of the Rights  associated  with such
Common  Shares.  Certificates  issued after the Record Date upon the transfer of
Common Shares  outstanding on the Record Date shall bear the legend set forth in
Section 3(c).

3.3......Certificates representing Common Shares (including, without limitation,
certificates issued upon transfer or exchange of Common Shares) issued after the
Record Date but prior to the earlier of the Distribution  Date or the Expiration
Date shall also be deemed to be  certificates  for the  associated  Rights,  and
shall bear the following legend:

                  "This  certificate  also  evidences  and  entitles  the holder
                  hereof to certain Rights as set forth in the Rights  Agreement
                  between  Penn  National  Gaming,   Inc.  (the  "Company")  and
                  Continental  Stock  Transfer  and Trust  Company  (the "Rights
                  Agent")  dated as of March 2, 1999 (the  "Rights  Agreement"),
                  and as the same may be amended from time to time, the terms of
                  which are hereby  incorporated  herein by reference and a copy
                  of which is on file at the  principal  offices of the Company.
                  Under  certain  circumstances,  as set  forth  in  the  Rights
                  Agreement,   such  Rights  will  be   evidenced   by  separate
                  certificates   and  will  no  longer  be   evidenced  by  this
                  certificate.  The  Company  will  mail to the  holder  of this
                  certificate  a copy of the Rights  Agreement,  as in effect on
                  the date of mailing,  without charge promptly after receipt of
                  a written request  therefor.  Under certain  circumstances set
                  forth in the Rights  Agreement,  Rights issued to, or held by,
                  any Person who is, was or  becomes  an  Acquiring  Person,  an
                  Adverse Person or any Affiliate or Associate  thereof (as such
                  terms are defined in the Rights Agreement),  whether currently
                  held by or on  behalf  of  such  Person  or by any  subsequent
                  holder, may become null and void."

With respect to such  certificates  containing the foregoing  legend,  until the
earlier of the Distribution  Date or the Expiration Date, the Rights  associated
with the Common Shares  represented by such  certificates  shall be evidenced by
such  certificates  alone and registered  holders of Common Shares shall also be
the registered holders of the associated Rights, and the transfer of any of such
certificates  shall also  constitute the transfer of the Rights  associated with
such Common Shares.

4.       Form of Rights Certificates.

4.1.  The  Rights   Certificates   (and  the  forms  of  election  to  purchase,
certification and 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,   national   market  system  or
over-the-counter  market on which the Rights may from time to time be listed, or
to conform to usage. Subject to the provisions of Section 11 and Section 22, the
Rights Certificates,  whenever distributed, shall entitle the holders thereof to
purchase such number of Preferred  Share Fractions as shall be set forth therein
at the price per  Preferred  Share  Fraction set forth  therein  (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.

4.2. Any Rights  Certificate  issued pursuant to Section 3(a) or Section 22 that
represents Rights beneficially owned by a Person reasonably believed by at least

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

                  "The Rights represented by this Rights Certificate are or were
                  beneficially   owned  by  a  Person   who  was  or  became  an
                  [Acquiring]  [Adverse]  Person or an Affiliate or Associate of
                  an [Acquiring]  [Adverse] 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."
5.       Countersignature and Registration.

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

5.2. On the  Distribution  Date,  if the Rights  Agent is not the sole  transfer
agent for the Common Shares,  the Company will furnish the Rights Agent with the
name and  address  of, and the number of Rights  held by, each holder of Rights.
Following the Distribution Date, the Rights Agent will keep or cause to be kept,
at its  office  designated  by the  Rights  Agent as the  appropriate  place for
surrender  of  Rights   Certificates  upon  exercise  or  transfer,   books  for
registration  and transfer of the Rights  Certificates  issued  hereunder.  Such
books shall show the names and addresses of the respective holders of the Rights
Certificates,  the number of Rights  evidenced on its face by each of the Rights
Certificates,  the  Rights  Certificate  number,  the date of each of the Rights
Certificates and whether each such Rights  Certificate  contains a legend as set
forth in Section 4(b).

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

6.1.  Subject to the  provisions of Section 4(b),  Section 7(e),  Section 14 and
Section 20(k), at any time after the close of business on the Distribution Date,
and at or prior to the close of business on the earlier of the  Redemption  Date
or the Expiration  Date,  any Rights  Certificate  or  Certificates  (other than
Rights  Certificates  representing  Rights that have been exchanged  pursuant to
Section 24) may be  transferred,  split up,  combined or  exchanged  for another
Rights Certificate or Certificates,  entitling the registered holder to purchase
a like number of Preferred  Share  Fractions  (or, upon an  appropriate  Section
11(a)(ii)  Election or Section  24(a)  Election,  following a Triggering  Event,
Common Shares,  other  securities,  cash or other assets, as the case may be) as
the Rights Certificate or Certificates surrendered then entitled such holder (or
former  holder in the case of a transfer) to  purchase.  Any  registered  holder
desiring to transfer,  split up,  combine or exchange any Rights  Certificate or
Certificates  shall make such request in writing  delivered to the Rights Agent,
and shall  surrender the Rights  Certificate or  Certificates to be transferred,
split up,  combined or exchanged,  with the form of assignment  and  certificate
appropriately  executed,  at the office of the Rights Agent  designated for such
purpose. Neither the Rights Agent nor the Company shall be obligated to take any
action  whatsoever with respect to the transfer of any such  surrendered  Rights
Certificate  until the  registered  holder shall have  completed  and signed the
certificate  contained  in the form of  assignment  on the reverse  side of such
Rights  Certificate  and shall have  provided  such  additional  evidence of the
identity of the Beneficial Owner (or former  Beneficial  Owner) or Affiliates or
Associates thereof as the Company or the Rights Agent shall reasonably  request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section
14 and Section 20(k),  countersign and deliver to each Person entitled thereto a
Rights  Certificate or  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.

6.2.  Upon  receipt by the Company and the Rights  Agent of evidence  reasonably
satisfactory to them of the loss,  theft,  destruction or mutilation of a Rights
Certificate,  and,  in case of  loss,  theft or  destruction,  of  indemnity  or
security  reasonably  satisfactory to them, and, if so requested by the Company,
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.

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

7.1.  Subject to the terms of Section 7(e), the registered  holder of any Rights
Certificate  may  exercise  the Rights  evidenced  thereby  (except as otherwise
provided  herein)  in whole or in part at any time after the  Distribution  Date
upon surrender of the Rights Certificate,  with the form of election to purchase
and the  certificate  on the reverse side thereof duly  executed,  to the Rights
Agent at the office of the Rights Agent  designated  for such purpose,  together
with  payment of the  aggregate  Purchase  Price  (except as provided in Section
11(q)) with respect to the total number of Preferred  Share Fractions (or Common
Shares, other securities,  cash or other assets, as the case may be) as to which
such  surrendered  Rights are then  exercisable  (except as  provided in Section
11(q)),  at or prior to the first to occur of:  (i) the Final  Expiration  Date;
(ii) the time at which such Rights  expire as provided in Section  13(d);  (iii)
the time at which such  Rights are  redeemed  as provided in Section 23; or (iv)
the time at which such Rights are exchanged as provided in Section 24 (the first
to  occur  of  (i),  (ii),  (iii)  and  (iv)  being  herein  referred  to as the
"Expiration  Date").  7.2. The Purchase Price for each Preferred  Share Fraction
pursuant to the exercise of a Right shall initially be $40, and shall be subject
to adjustment from time to time as provided in Section 11 and 13(a) and shall be
payable in  accordance  with  Section  7(c).  Anything in this  Agreement to the
contrary  notwithstanding,  in the event that at any time after the date of this
Agreement and prior to the Distribution  Date, the Corporation shall (i) declare
or pay any dividend on the Common Shares payable in Common Shares or (ii) effect
a  subdivision,   combination  or   consolidation   of  the  Common  Shares  (by
reclassification  or otherwise  than by payment of  dividends in Common  Shares)
into a greater or lesser number of Common  Shares,  then in any such case,  each
Common  Share   outstanding   following   such   subdivision,   combination   or
consolidation  shall  continue  to have a  Right  associated  therewith  and the
Purchase  Price  following any such event shall be  proportionately  adjusted to
equal the result obtained by multiplying the Purchase Price 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. The adjustment provided for
in the preceding sentence shall be made successively whenever such a dividend is
declared  or  paid  or  such a  subdivision,  combination  or  consolidation  is
effected.

7.3. Upon receipt of a Rights Certificate  representing exercisable Rights, with
the form of election to purchase and the certificate on the reverse side thereof
duly executed,  accompanied by payment, with respect to each Right so exercised,
of the Purchase  Price per  Preferred  Share  Fraction (or Common  Share,  other
securities,  cash or other  assets,  as the case may be) to be  purchased as set
forth below and an amount equal to any  applicable tax or  governmental  charge,
the Rights Agent shall,  subject to Section 14(b) and Section  20(k),  thereupon

promptly (i)  requisition  from any transfer  agent of the Preferred  Shares (or
make  available,  if the Rights Agent is the transfer  agent for such  Preferred
Shares)  certificates  for the total number of Preferred  Shares to be purchased
and the Company hereby irrevocably  authorizes its transfer agent to comply with
all such requests, (ii) requisition from the Company the amount of cash, if any,
to be paid in lieu of  fractional  shares in  accordance  with Section 14, (iii)
after  receipt of such  certificates,  cause the same to be delivered to or upon
the order of the  registered  holder of such Rights  Certificate,  registered in
such name or names as may be designated  by such holder,  and (iv) after receipt
thereof,  deliver  such  cash,  if any,  to or upon the order of the  registered
holder of such Rights  Certificate.  The payment of the Purchase  Price (as such
amount may be reduced  pursuant to Section  11(a)(iii)) may be made by certified
bank check or money order payable to the order of the Company. In the event that
the Company is obligated to issue other  securities  of the Company  (including,
upon an appropriate Section 11(a)(ii) Election or Section 24(a) Election, Common
Shares),  pay cash and/or distribute other assets pursuant to Section 11(a), the
Company will make all arrangements necessary so that such other securities, cash
and/or other assets are available for  distribution  by the Rights Agent, if and
when appropriate.

7.4. 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.

7.5.  Notwithstanding anything in this Agreement to the contrary, from and after
the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned
by (i) an Acquiring  Person,  an Adverse Person or any Associate or Affiliate of
any such Acquiring  Person or Adverse Person,  (ii) a transferee of an Acquiring
Person or an Adverse  Person (or of any such Associate or Affiliate) who becomes
a transferee after the Acquiring Person or Adverse Person becomes such, or (iii)
a  transferee  of an  Acquiring  Person  or an  Adverse  Person  (or of any such
Associate.  or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring  Person or Adverse  Person  becoming such and receives such Rights
pursuant to either (A) a transfer  (whether or not for  consideration)  from the
Acquiring  Person or Adverse Person (or from any such Associate or Affiliate) to
holders of equity  interests in such Acquiring  Person or Adverse Person (or any
such Associate or Affiliate) or to any Person with whom the Acquiring  Person or
Adverse Person (or any such  Associate or Affiliate) has any continuing  oral or
written plan, agreement,  arrangement or understanding regarding the transferred
Rights or (B) a transfer which at least a majority of the  Continuing  Directors
has  determined is part of an oral or written plan,  agreement,  arrangement  or
understanding  that has as a primary  purpose  or effect the  avoidance  of this
Section  7(e),  shall  become null and void  without  any further  action and no
holder of such  Rights  shall have any rights  whatsoever  with  respect to such
Rights, whether under any provision of this Agreement or otherwise.  The Company
shall use all  reasonable  efforts to ensure that the provisions of this Section
7(e) and Section  4(b) are  complied  with,  but shall have no  liability to any
holder of a Rights  Certificate  or other  Person as a result of its  failure to
make any determinations with respect to an Acquiring Person or Adverse Person or
any of their respective Affiliates, Associates or transferees hereunder.

7.6.  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  transfer or
exercise as set forth in this Section 7 unless such registered holder shall have
(i)  completed  and signed the  certificate  following the form of assignment or
election to purchase  set forth on the  reverse  side of the Rights  Certificate
surrendered for such  assignment or 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 or the  Rights  Agent  shall
reasonably request.

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 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.

9.       Reservation and Availability of Stock; Registration.

9.1. The Company covenants and agrees that it will cause to be reserved and kept
available  for issuance upon the exercise of  outstanding  Rights as many of its
authorized  and unissued  Preferred  Shares (and,  upon an  appropriate  Section
11(a)(ii)  Election or Section 24(a)  Election,  as many of its  authorized  and
unissued  Common Shares and/or other  securities  or out of its  authorized  and
issued  shares  held in its  treasury),  which  together  at all times after the
Distribution Date as provided in this Agreement,  including Section  11(a)(iii),
will be sufficient to permit the exercise in full of all outstanding Rights.

9.2. As long as the Preferred Shares (and, upon an appropriate Section 11(a)(ii)
Election or Section 24(a) Election,  Common Shares or other securities) issuable
and  deliverable  upon the  exercise  of the Rights are listed or  admitted  for
trading on any national  securities  exchange or included  for  quotation on any
national market system,  the Company shall use reasonable  commercial efforts to
cause, from and after such time as the Rights become exercisable, all shares and
other securities reserved for such issuance to be listed or admitted for trading
on such  national  securities  exchange or included  for  quotation  on any such
national market system upon official notice of issuance upon such exercise.

9.3. The Company shall use reasonable commercial efforts to (i) file, as soon as
practicable  following the earliest date after the first occurrence of a Section
11(a)(ii) Event on which the  consideration  to be delivered by the Company upon
exercise  of  the  Rights  has  been   determined  in  accordance  with  Section
11(a)(iii), or as soon as is required by law following the Distribution Date, as
the case may be, a  registration  statement or  statements  under the Act,  with

respect  to  the  securities  purchasable  upon  exercise  of the  Rights  on an
appropriate form or forms, (ii) cause such registration  statement or statements
to become  effective as soon as practicable  after such filing,  and (iii) cause
such registration statement or statements to remain effective (with a prospectus
at all times meeting the  requirements  of the Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities or (B)
the  Expiration  Date.  The  Company  will  also  take  such  action  as  may be
appropriate  under, or to ensure  compliance  with, the securities or "Blue Sky"
laws of all states required in connection with the exercisability of the Rights.
The Company may temporarily  suspend, for a period of time not to exceed 90 days
after the date set forth in clause  (i) of the first  sentence  of this  Section
9(c),  the  exercisability  of the  Rights  in order to  prepare  and file  such
registration statement or statements and permit it to become effective. Upon any
such  suspension,  the Company shall give notice to the Rights Agent and issue a
public  announcement  stating  that the  exercisability  of the  Rights has been
temporarily  suspended,  as well as a notice  to the  Rights  Agent and 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, if any, shall have been obtained.

9.4. The Company  covenants  and agrees that it will take all such action as may
be  necessary to ensure that all  Preferred  Shares  (and,  upon an  appropriate
Section  11(a)(ii)  Election or Section 24(a)  Election,  Common Shares or other
securities)  delivered upon exercise of Rights shall, at the time of delivery of
the certificates for such shares or other securities  (subject to payment of the
Purchase Price), be duly and validly  authorized and issued and, with respect to
Preferred Shares, Common Shares or other shares of capital stock, fully paid and
non-assessable.

9.5.  The  Company  further  covenants  and agrees that it will pay when due and
payable any and all federal and state taxes and governmental charges that may be
payable in respect of the issuance or delivery of the Rights Certificates and of
any  certificates  for  Preferred  Share  Fractions  (or Common  Shares or other
securities,  as the case may be) upon the exercise of Rights.  The Company shall
not, however,  be required (i) to pay any tax or governmental charge that 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 Preferred  Share
Fractions (or Common Shares or other  securities,  as the case may be) in a name
other than that of the registered  holder of the Rights  Certificate  evidencing
Rights surrendered for exercise or (ii) to issue or deliver any certificates for
a number of Preferred Share Fractions (or Common Shares 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 or charge  shall have been paid (any such
tax or charge being payable by the holder of such Rights Certificate at the time
of  surrender)  or until it has been  established  to the  Company's  and Rights
Agent's satisfaction that no such tax or charge is due.

10. Capital Stock Record Date.  Each Person in whose name any  certificate for a
number of Preferred  Share Fractions (or Common 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 Preferred Share Fractions (or
Common Shares or other securities,  as the case may be) represented  thereby on,
and such certificate  shall be dated,  the date on which the Rights  Certificate

evidencing  such Rights was duly  surrendered  and payment of the Purchase Price
(and all applicable taxes or governmental charges) was made; provided,  however,
that if the date of such surrender and payment is a date upon which the transfer
books of the Company are closed,  such Person shall be deemed to have become the
record  holder  of such  shares  (or  other  securities,  as the  case  may be),
fractional  or  otherwise,  on, and such  certificate  shall be dated,  the next
succeeding  Business  Day on which the  transfer  books of the Company are open.
Prior to the exercise of the Rights  evidenced  thereby,  the holder of a Rights
Certificate,  as such,  shall not be entitled to any rights of a shareholder  of
the Company with respect to shares (or other securities, as the case may be) for
which the Rights shall be exercisable,  including, without limitation, the right
to  vote,  to  receive  dividends  or other  distributions  or to  exercise  any
preemptive  rights,  and shall not be  entitled  to  receive  any  notice of any
proceedings of the Company, except as provided herein.

11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights.
The Purchase Price, the number and kind of shares or other securities covered by
each Right and the number of Rights  outstanding  are subject to adjustment from
time to time as provided in this Section 11.

11.1.  (i) In the event  the  Company  shall at any time  after the date of this
Agreement  (A)  declare a dividend on any  security  of the  Company  payable in
Preferred Shares,  (B) subdivide or split the outstanding  Preferred Shares, (C)
combine or consolidate the outstanding Preferred Shares into a smaller number of
shares or effect a reverse stock split of the outstanding  Preferred  Shares, or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such  reclassification  in connection with a consolidation
or merger in which the  Company is the  continuing  or  surviving  corporation),
except as  otherwise  provided  in this  Section  11(a) and  Section  7(e),  the
Purchase  Price in effect at the time of the record date for such dividend or of
the effective date of such  subdivision,  split,  combination,  consolidation or
reclassification, and the number and kind of shares of capital stock issuable on
such date,  shall be  proportionately  adjusted  so that the holder of any Right
exercised  after such time shall be  entitled to  receive,  upon  payment of the
Purchase  Price  then in  effect,  the  aggregate  number  and kind of shares of
capital stock which, if such Right had been exercised  immediately prior to such
date and at a time when the Preferred  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,  split,  combination,  consolidation  or
reclassification. If an event occurs that would require an adjustment under both
this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this
Section  11(a)(i)  shall be in  addition  to,  and shall be made  prior to,  any
adjustment required pursuant to Section 11(a)(ii).

         (ii)     Subject to Sections 23 and 24 of this Agreement, in the event:
11.1.1.1..........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 or other equity  securities of the
Company shall remain outstanding and unchanged, (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 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 upon the exercise of Rights
or the  conversion of a convertible  security of the Company in accordance  with
its  terms),  (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  (including  securities)  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),  (4) 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,  (5) shall receive the benefit,
directly or indirectly  (except  proportionately  as a shareholder and except if
resulting from a requirement of law or governmental  regulation),  of any loans,
advances,  guarantees,  pledges or other financial assistance or any tax credits
or other tax advantage  provided by the Company or any of its  Subsidiaries,  or
(6) shall make a tender or exchange  offer  (other  than a Permitted  Offer) for
such  minimum  number of shares of the common stock of the Company  which,  when
added to the number of shares of such common  stock  Beneficially  Owned by such
Person  prior to the making of such  offer,  equals or exceeds 20% of the Common
Shares then outstanding, or

11.1.1.2..........any  Person  (other than the Company,  any  Subsidiary  of the
Company,  any employee  benefit plan of the Company or of any  Subsidiary of the
Company, any Person or entity organized, appointed or established by the Company
for or pursuant to the terms of any such plan,  or any Existing  Holder  (unless
such Existing Holder acquires  additional  Common Shares such that such Existing
Holder  becomes the  Beneficial  Owner of at least 1% more of the Common  Shares
than is the case on the date hereof),  alone or together with its  Affiliates or
Associates,  shall,  at any time after the  Rights  Dividend  Declaration  Date,
become  the  Beneficial  Owner  of  20%  or  more  of  the  Common  Shares  then
outstanding,  unless the event  causing the 20% threshold to be crossed (1) is a
transaction  set forth in Section 13(a),  (2) is an acquisition of Common Shares
pursuant to a tender offer or an exchange  offer for all  outstanding  shares of
Common  Stock at a price and on terms  determined  by at least a majority of the
Continuing  Directors to be (x) at a price that is fair to shareholders  (taking
into  account  all  factors  which  such  members  of the  Board  deem  relevant
including, without limitation,  prices which could reasonably be achieved if the
Company or its assets were sold on an orderly basis designed to realize  maximum
value)  and  (y)  otherwise  in the  best  interests  of  the  Company  and  its
shareholders,  or (3) is the result of an  acquisition  of Common  Shares by the
Company which,  by reducing the number of Common Shares  outstanding,  increases
the proportionate  number of Common Shares  beneficially owned by such Person to
20% or more of the Common Shares then outstanding;  provided, however, that if a
Person shall  become the  Beneficial  Owner of 20% or more of the Common  Shares

then  outstanding  by reason of Common Share  purchases by the Company and shall
thereafter  become the Beneficial  Owner of any additional  Common Shares,  then
such  Person  shall be deemed to be the  Beneficial  Owner of 20% or more of the
Common Shares, or

11.1.1.3..........during  such time as there is an Acquiring Person, there shall
be any  reclassification  of securities  (including any reverse stock split), or
recapitalization  of the Company,  or any merger or consolidation of the Company
with any of its Subsidiaries or any other  transaction or series of transactions
involving the Company or any of its  Subsidiaries,  other than a transaction  or
transactions to which the provisions of Section 13(a) apply (whether or not with
or into or  otherwise  involving  an  Acquiring  Person),  which has the effect,
directly or indirectly, of increasing by more than 1% the proportionate share of
the outstanding  shares of any class of equity  securities of the Company or any
of its Subsidiaries  which is directly or indirectly  beneficially  owned by any
Acquiring Person or any Associate or Affiliate of any Acquiring Person, or

11.1.1.4..........the  Board shall  declare any Person to be an Adverse  Person,
upon a determination  by at least a majority of the Continuing  Directors,  that
such Person,  alone or together with its Affiliates and Associates,  has, at any
time after the Rights Dividend  Declaration Date, become the Beneficial Owner of
a  substantial  amount of Common  Shares (which amount shall in no event be less
than 10% of the Common Shares then  outstanding) and a determination by at least
a  majority  of  the  Continuing   Directors,   after  reasonable   inquiry  and
investigation,  including consultation with such Persons as such directors shall
deem appropriate,  that (1) such Beneficial Ownership by such Person is intended
to cause the Company to repurchase the Common Shares  beneficially owned by such
Person or to cause  pressure  on the  Company  to take  action  or enter  into a
transaction  or series of  transactions  intended to provide  such Person or its
Affiliates or Associates  with  short-term  financial  gain under  circumstances
where at least a majority of the Continuing  Directors  determines that the best
long-term  interests of the Company and its shareholders  would not be served by
taking such action or entering into such  transaction or series of  transactions
at that time or (2) such Beneficial Ownership is causing or reasonably likely to
cause a material adverse impact  (including,  but not limited to,  impairment of
relationships  with customers or impairment of the Company's ability to maintain
its competitive position) on the business or prospects of the Company;

then,  promptly  following the first  occurrence of a Section  11(a)(ii)  Event,
proper  provision  shall  be made so that  each  holder  of a Right  (except  as
provided below and in Section 7(e)) shall  thereafter have the right to receive,
upon exercise  thereof at the then current Purchase Price in accordance with the
terms of this Agreement, (x) such number of Preferred Share Fractions, or (y) at
the election of at least a majority of the Continuing Directors and in lieu of a
number of Preferred  Share  Fractions  (a "Section  11(a)(ii)  Election"),  such
number of Common Shares, that equals the result obtained by (xx) multiplying the
then current  Purchase Price by the then number of Preferred Share Fractions for
which a Right was  exercisable  immediately  prior to the first  occurrence of a
Section  11(a)(ii) Event, and (yy) 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 one  one-hundredth  of 50% of

the Current Market Price per Preferred Share (or 50% of the Current Market Price
per Common Share, as the case may be) on the date of such first occurrence (such
number of shares, the "Adjustment Shares")
                           (iii) In the  event  that  the  number  of  Preferred
Shares (or Common Shares, if
applicable) that 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 are not sufficient to permit the exercise in full of the Rights in
accordance with Section  11(a)(ii),  the Company shall: (A) determine the excess
of (1) the value of the Adjustment  Shares issuable upon the exercise of a Right
(the "Current  Value") over (2) the Purchase Price (such excess,  the "Spread"),
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)  Preferred  Shares,  Common  Shares
and/or other equity securities of the Company  (including,  without  limitation,
shares,  or units of shares, of preferred stock which at least a majority of the
Continuing Directors have deemed (based on, among other things, the dividend and
liquidation  rights of such  preferred  shares) to have  substantially  the same
economic value as Common Shares (such shares of preferred  stock,  "common stock
equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any
combination   of  the  foregoing   (whichever   substituted,   the   "Substitute
Consideration"),  having an aggregate  value equal to the Current  Value,  where
such  aggregate  value  has  been  determined  by at  least  a  majority  of the
Continuing Directors based upon the advice of a nationally recognized investment
banking  firm  selected  by at least a  majority  of the  Continuing  Directors;
provided,  however,  if the Company  shall not have made  adequate  provision to
deliver value pursuant to clause (B) above within 30 days following the later of
(x) the date of 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,  Preferred Shares (or Common Shares, as the case may be), to the
extent available and then, if necessary,  cash, which shares and/or cash have an
aggregate  value equal to the Spread.  If at least a majority of the  Continuing
Directors  shall  determine  in good  faith  that it is likely  that  sufficient
additional  Preferred  Shares  (or Common  Shares,  as the case may be) could be
authorized  for issuance upon exercise in full of the Rights,  the 30 day period
set forth above may be extended  to the extent  necessary,  but not more than 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
some action need be taken pursuant to the first and/or second  sentences of this
Section  11(a)(iii),  the Company (xx) shall  provide,  subject to Section 7(e),
that such action shall apply uniformly to all outstanding  Rights,  and (yy) 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 value thereof. In the event of any such
suspension, the Company shall give notice to the Rights Agent and issue a public
announcement  stating that the exercisability of the Rights has been temporarily
suspended,  as well as a notice to the Rights Agent and a public announcement at
such time as the suspension is no longer in effect. For purposes of this Section

11(a)(iii),  (xxx) the value of the Preferred Shares shall be the Current Market
Price per Preferred Share on the Section 11(a)(ii) Trigger Date, (yyy) the value
of the Common  Shares (if  applicable)  shall be the  Current  Market  Price per
Common Share on the Section  11(a)(ii)  Trigger Date, and (zzz) the value of any
other  "common  stock  equivalent"  shall be deemed to have the same  value as a
Common  Share  on  such  date.  Notwithstanding  any  other  provision  in  this
Agreement,  the Company shall not be obligated to pay  Substitute  Consideration
(or Preferred Shares,  Common Shares and/or cash equal to the value of Rights if
and to the extent of any exercise of the Spread) in the event of any exercise of
Rights  if and to the  extent  a  determination  is  made by a  majority  of the
Continuing  Directors  (xxxx)  that  such  payment  could  be  in  violation  of
applicable  law, or (yyyy) that such payment  could result in a decrease in fair
market value per Preferred  Share (or Common Share,  if applicable) in excess of
that which would have occurred if sufficient Preferred Shares (or Common Shares,
if  applicable)  were  authorized  to permit  exercise  in full of the Rights in
accordance with Section  11(a)(ii) and such Rights were so exercised in full for
such Preferred Shares (or Common Shares,  as the case may be). 11.2. In case the
Company shall fix a record date for the issuance of rights,  options or warrants
to holders of any security of the Company  entitling  them to  subscribe  for or
purchase (for a period  expiring within 45 calendar days after such record date)
Preferred  Shares (or shares having the same rights,  privileges and preferences
as  the  Preferred  Shares   ("equivalent   preferred  shares"))  or  securities
convertible into Preferred Shares or equivalent  preferred shares at a price per
Preferred Share or equivalent  preferred share (or having a conversion price per
share, if a security  convertible into Preferred Shares or equivalent  preferred
shares) less than the Current  Market Price per  Preferred  Share on such record
date,  the  Purchase  Price to be in effect  after  such  record  date  shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record  date by a  fraction,  the  numerator  of which  shall be the  number  of
Preferred  Shares  outstanding on such record date, plus the number of Preferred
Shares  which the  aggregate  offering  price of the total  number of  Preferred
Shares and/or equivalent preferred shares so to be offered (and/or the aggregate
initial  conversion price of the convertible  securities so to be offered) would
purchase at such Current Market Price, and the denominator of which shall be the
number of Preferred  Shares  outstanding on such record date, plus the number of
additional Preferred Shares and/or equivalent preferred shares to be offered for
subscription  or purchase  (or into which the  convertible  securities  so to be
offered are initially convertible).  In case such subscription price may be paid
by  delivery of  consideration  part or all of which may be in a form other than
cash, the value of such consideration shall be as determined in good faith by at
least a majority  of the  Continuing  Directors,  whose  determination  shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights  Agent and the holders of the Rights.  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 adjustments  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.

11.3.  In case the  Company  shall fix a record date for a  distribution  to all
holders of 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
dividend out of the earnings or retained earnings of the Company), assets (other
than a regular  quarterly  dividend  referred to above or a dividend  payable in
Preferred  Shares,  but  including  any  dividend  payable  in stock  other than
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 per  Preferred  Share on such record  date,  less the fair
market  value  (as  determined  in good  faith  by at  least a  majority  of the
Continuing  Directors,  whose  determination  shall be  described in a statement
filed with 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
applicable  to a  Preferred  Share and the  denominator  of which  shall be such
Current  Market  Price  per  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.

11.4.  (i)......For  the  purpose  of  any  computation  hereunder,  other  than
computations made pursuant to Section 11(a)(iii), the "Current Market Price" per
Common Share on any date shall be deemed to be the average of the daily  closing
prices per share of such  Common  Shares  for the 30  consecutive  Trading  Days
immediately  prior to such date, and for purposes of computations  made pursuant
to Section 11(a)(iii),  the "Current Market Price" per share of Common Shares on
any date shall be deemed to be the average of the daily closing prices per share
of such Common Shares for the 10 consecutive Trading Days immediately  following
such date;  provided,  however,  that in the event that the Current Market Price
per share of the  Common  Shares is  determined  during a period  following  the
announcement  by  the  issuer  of  such  Common  Shares  of  (i) a  dividend  or
distribution  on such Common Shares  payable in such Common Shares or securities
convertible  into  such  Common  Shares  (other  than the  Rights),  or (ii) any
subdivision,  split,  combination or reclassification of such Common Shares, and
prior to the  expiration  of the  requisite  30 Trading  Day or 10  Trading  Day
period,  as set forth above,  after the  ex-dividend  date for such  dividend or
distribution,   or  the  record  date  for  such  subdivision,   combination  or
reclassification,  then, and in each such case, the "Current Market Price" shall
be properly adjusted to take into account ex-dividend trading. The closing price
for each  Trading 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 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 Common Shares
are listed or  admitted  to trading  or, if the 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 the National  Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in
use,  or,  if on any such  date the  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.  If on any such  date no market  maker is  making a market in the  Common
Shares,  the fair value of such shares on such date as  determined in good faith
by at least a  majority  of the  Continuing  Directors  shall be used.  The term
"Trading  Day"  shall  mean a day on which  the  principal  national  securities
exchange  or  national  market  system 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
or national market system, a Business Day. If the Common Shares are not publicly
held or not so listed or traded, "Current Market Price" per share shall mean the
fair value per share as  determined  in good faith by at least a majority of the
Continuing  Directors,  whose  determination  shall be  described in a statement
filed with the Rights Agent and shall be conclusive for all purposes.

                           (ii)     For the purpose of any computation
hereunder, the "Current Market Price" per
Preferred  Share shall be  determined  in the same manner as set forth above for
the Common Shares in Section 11(d)(i) (other than the last sentence thereof). If
the Current Market Price per Preferred  Share cannot be determined in the manner
provided  above or if the  Preferred  Shares are not publicly  held or listed or
traded in a manner described in Section 11(d)(i), the "Current Market Price" per
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 the Common  Shares  occurring
after the date of this  Agreement)  multiplied  by the Current  Market Price per
Common Share. If neither the Common Shares nor the Preferred Shares are publicly
held or so listed or traded,  "Current  Market Price" per Preferred  Share shall
mean the fair value per share as determined in good faith by at least a majority
of the  Continuing  Directors,  whose  determination  shall  be  described  in a
statement  filed with the Rights Agent and shall be conclusive for all purposes.
For all purposes of this  Agreement,  the "Current  Market Price" of a Preferred
Share  Fraction  shall be equal to the "Current  Market  Price" of one Preferred
Share divided by 100.

11.5.  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 1% in the Purchase  Price;  provided,  however,
that any  adjustments  which by reason of this Section 11(e) are not required to
be made  shall be carried  forward  and taken  into  account  in any  subsequent
adjustment.  All calculations under this Section 11 shall be made to the nearest
cent or to the  nearest  ten-thousandth  of a Common  Share  or  other  share or
one-millionth  of a 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.

11.6.  If as a result of an  adjustment  made  pursuant to Section  11(a)(ii) or
Section  13(a),  the  holder  of any Right  thereafter  exercised  shall  become
entitled to receive any shares of capital  stock  other than  Preferred  Shares,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right and the Purchase Price thereof shall be subject to adjustment from time to
time in a  manner  and on terms  as  nearly  equivalent  as  practicable  to the
provisions  with respect to the Preferred  Shares  contained in Sections  11(a),

(b), (c),  (e),  (g),  (h),  (i),  (j), (k), (m) and (q), and the  provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall apply on
like terms to any such other shares.

11.7. 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  Preferred Share Fractions  purchasable
from time to time hereunder upon exercise of the Rights,  all subject to further
adjustment as provided herein.

11.8.  Unless the  Company  shall have  exercised  its  election  as provided in
Section  11(i),  upon each  adjustment of the Purchase  Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding  immediately
prior to the making of such adjustment  shall  thereafter  evidence the right to
purchase,  at the  adjusted  Purchase  Price,  that  number of  Preferred  Share
Fractions  (calculated  to  the  nearest  one-millionth  of a  Preferred  Share)
obtained by (i) multiplying (A) the number of Preferred Share Fractions  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.

11.9.  The  Company,  acting  by the  decision  of at  least a  majority  of the
Continuing  Directors,  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 Preferred  Share Fractions  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 Preferred  Share  Fractions 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  of a Preferred Share)
obtained  by  dividing  the  Purchase  Price  in  effect  immediately  prior  to
adjustment  of the Purchase  Price by the Purchase  Price in effect  immediately
after  adjustment  of the  Purchase  Price.  The  Company  shall  make a  public
announcement  of its  election  to adjust the number of Rights,  indicating  the
record date for the  adjustment,  and,  if known at the time,  the amount of the
adjustment  to be made.  This record date may be the date on which the  Purchase
Price is adjusted or any day thereafter,  but, if the Rights  Certificates  have
been  issued,  shall be at least 10  Business  Days  later  than the date of the
public  announcement.  If  Rights  Certificates  have  been  issued,  upon  each
adjustment of the number of Rights  pursuant to this Section 11(i),  the Company
shall, as promptly as practicable,  cause to be distributed to holders of record
of Rights  Certificates  on such  record date  Rights  Certificates  evidencing,
subject to Section  14, 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.

11.10.  Irrespective  of any  adjustment or change in the Purchase  Price or the
number of Preferred  Share  Fractions  issuable upon the exercise of the Rights,
the Rights  Certificates  theretofore  and  thereafter  issued may  continue  to
express  the  Purchase  Price per  Preferred  Share  Fraction  and the number of
Preferred   Share   Fractions   which  were  expressed  in  the  initial  Rights
Certificates issued hereunder.

11.11.  Before  taking any action that would cause an  adjustment  reducing  the
Purchase  Price  below the then  stated or par value,  if any,  of the number of
Preferred  Share  Fractions  issuable upon  exercise of the Rights,  the Company
shall  take the  corporate  action,  if any,  which may,  in the  opinion of its
counsel,  be necessary  in order that the Company may validly and legally  issue
fully  paid  and  non-assessable  Preferred  Share  Fractions  at such  adjusted
Purchase Price.

11.12.  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 Preferred Share
Fractions and other capital stock or securities of the Company, if any, issuable
upon such  exercise over and above the number of Preferred  Share  Fractions 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.

11.13. 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 in  their  good  faith  judgment  at  least a  majority  of the  Continuing
Directors shall determine to be advisable in order that any (i) consolidation or
subdivision  of the  Preferred  Shares,  (ii)  issuance  wholly  for cash of any
Preferred Shares at less than the Current Market Price, or (iii) issuance wholly
for cash of Preferred  Shares or securities which by their terms are convertible
into or exchangeable for 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  Preferred  Shares  shall not be taxable to such
shareholders.

11.14. The Company covenants and agrees that it shall not, at any time after the
Distribution  Date, (i) consolidate  with any Person (other than a Subsidiary of
the Company in a transaction that complies with Section 11(o)),  (ii) merge with
or  into  any  other  Person  (other  than  a  Subsidiary  of the  Company  in a
transaction  which complies with Section  11(o)),  or (iii) sell or transfer (or
permit any Subsidiary to sell or transfer),  in one transaction,  or a series of
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)), if (A) at the time of or immediately after such  consolidation,  merger,

sale or  transfer  there  are any  rights,  warrants  or  other  instruments  or
securities outstanding or agreements in effect that 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,
sale or  transfer,  the  shareholders  of the Person who  constitutes,  or would
constitute,  the  "Principal  Party" for  purposes  of Section  13(a) shall have
received a distribution of Rights  previously owned by such Person or any of its
Affiliates and Associates.

11.15. The Company  covenants and agrees that,  after the Distribution  Date, it
will not,  except as permitted by Section 23, Section 24 or Section 27, 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.

11.16. 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  or pay any  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 Common  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 number of Common Shares outstanding  immediately
prior to the occurrence of such event and the  denominator of which shall be the
total number of Common Shares outstanding  immediately  following the occurrence
of such event.

11.17.  In the event  that the Rights  become  exercisable  following  a Section
11(a)(ii) Event, the Company, by action of at least a majority of the Continuing
Directors,  may permit the Rights,  subject to Section 7(e), to be exercised for
50% of the  Preferred  Share  Fractions  (or  other  securities  or assets to be
substituted  for the Adjustment  Shares pursuant to Section  11(a)(iii),  Common
Shares,  or cash, as the case may be) that would otherwise be purchasable  under
Section 11(a), in consideration of the surrender to the Company of the Rights so
exercised  and without  other payment of the Purchase  Price.  Rights  exercised
under this  Section  11(q)  shall be deemed to have been  exercised  in full and
shall be canceled.

12.  Certificate  of Adjusted  Purchase  Price or Number of Shares.  Whenever an
adjustment  is made as provided  in Section 11 or Section 13, the Company  shall
(a) promptly  prepare a certificate  setting forth such  adjustment  and a brief
statement of the facts  accounting for such  adjustment,  (b) promptly file with
the Rights Agent,  and with each transfer agent for the Preferred Shares and the
Common Shares, a copy of such Certificate,  and (c) mail a brief summary thereof
to each holder of a Rights  Certificate (or, if prior to the Distribution  Date,
to each holder of a certificate  representing  Common Shares) in accordance with
Section 26. The Rights Agent shall be fully  authorized to rely and be protected

in relying on any such certificate and on any adjustment  therein  contained and
shall be deemed  not to have  knowledge  of any  adjustment  unless and until it
shall have received such certificate.

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

13.1.  In the event that,  following  the Stock  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  that
complies with Section  11(o)),  and the Company  shall not be the  continuing or
surviving  corporation of such  consolidation or merger,  (ii) any Person (other
than a Subsidiary  of the Company in a  transaction  that  complies with Section
11(o)) shall  consolidate  with,  or merge with or into,  the  Company,  and the
Company shall be the continuing or surviving  corporation of such  consolidation
or merger and, in connection with such  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),  and other
than a party holding a security interest in such transferred  assets,  and other
than a party to which the  Company  pledges  such assets or to which the Company
gives a  security  interest  in such  assets),  then,  and in each such case and
except as contemplated by Section 13(d), proper provision shall be made so that:
(A) each holder of a Right, except as provided in Section 7(e), shall thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
Purchase Price in accordance  with the terms of this  Agreement,  such number of
validly  authorized and issued,  fully paid,  non-assessable 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
Preferred Share Fractions for which a Right is exercisable  immediately prior to
the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has
occurred prior to the first  occurrence of a Section 13 Event,  multiplying  the
number of such  Preferred  Share  Fractions  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 for all
purposes of this  Agreement)  by (2) 50% of the Current  Market Price 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 be
deemed to have assumed,  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 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
provisions  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)  shall be of no effect
following the first occurrence of any Section 13 Event.

13.2.  "Principal Party" shall mean (i) in the case of any transaction described
in Section  13(a)(i) or (ii),  the Person  that is the issuer of any  securities
into which Common Shares 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 Section
13(a)(iii),  the Person that is the party receiving the greatest  portion of the
assets  or  earning  power   transferred   pursuant  to  such   transaction   or
transactions; provided, however, that in any such case, (A) if the Common Shares
of such  Person  are not at such  time and have not been  continuously  over the
preceding 12 month period  registered  under Section 12 of the Exchange Act, and
such  Person is a direct or  indirect  Subsidiary  of another  Person the Common
Shares of which are and have been so registered,  "Principal  Party" shall refer
to such other Person;  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.

13.3. (i)......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 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 Section 13(a) and (b) and further  providing that, as soon as
practicable  after the date of any  consolidation,  merger,  sale or transfer of
assets mentioned in Section 13(a), the Principal Party will (A) 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 (1) become
effective  as soon as  practicable  after such  filing and (2) remain  effective
(with a prospectus at all times meeting the  requirements  of the Act) until the
Expiration  Date,  and (B) will  deliver to  holders  of the  Rights  historical
financial  statements for the Principal  Party and each of its  Affiliates  that
comply in all respects with the  requirements  for registration on Form 10 under
the Exchange Act.

                           (ii)     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).

                           (iii)  Notwithstanding  anything in this Agreement to
the contrary, Section 13 shall
not be applicable to a transaction  described in Section 13(a)(i) or (ii) if (i)
such transaction is consummated with a Person or Persons (or a Subsidiary of any
such Person or Persons) who acquired Common Shares pursuant to a tender offer or
exchange offer for all outstanding  Common Shares which was approved by at least
a  majority  of the  Continuing  Directors  in the manner  described  in Section

11(a)(ii)(B), (ii) the price per Common Share offered in such transaction is not
less than the price per Common Share paid to all holders of Common  Shares whose
shares were purchased pursuant to such tender offer or exchange offer, and (iii)
the form of  consideration  being  offered  to the  remaining  holders of Common
Shares  pursuant to such  transaction  is the same as the form of  consideration
paid pursuant to such tender offer or exchange offer.  Upon  consummation of any
such  transaction  contemplated  by Section 13(d),  all Rights  hereunder  shall
expire.

14.      Fractional Rights and Fractional Shares.

14.1.  The Company  shall not be required to issue  fractions of Rights,  except
prior to the  Distribution  Date as provided in Section 11(p),  or to distribute
Rights  Certificates that evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights Certificates
with regard to which such  fractional  Rights would  otherwise  be issuable,  an
amount in cash equal to the same fraction of the current market value of a whole
Right.  For purposes of this Section 14(a),  the current market value of a 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 at least a
majority of the Continuing  Directors.  If on any such date no such market maker
is making a market in the  Rights  the fair  value of the Rights on such date as
determined  in good faith by at least a  majority  of the  Continuing  Directors
shall be used.

14.2. The Company shall not be required to issue  fractions of Preferred  Shares
upon  exercise  of  the  Rights  or to  distribute  certificates  that  evidence
fractional  Preferred  Shares,  except  in each  case for  fractions  which  are
integral  multiples of Preferred Shares. In lieu of fractional  Preferred Shares
which are not integral multiples of Preferred Shares, the Company may pay to the
registered holders of Rights  Certificates at the time such Rights are exercised
as herein  provided an amount in cash equal to the same  fraction of the current
market value of one Preferred  Share.  For purposes of this Section  14(b),  the
current  market  value of a  Preferred  Share  shall be the  closing  price of a
Preferred  Share (as determined  pursuant to Section  11(d)(ii)) for the Trading
Day immediately prior to the date of such exercise.

14.3.  Following the occurrence of a Triggering  Event and at or after a Section

11(a)(ii) Election or Section 24(a) Election,  the Company shall not be required
to issue fractions of Common Shares upon exercise of the Rights or to distribute
certificates  that  evidence  fractional  Common  Shares.  In lieu of fractional
Common  Shares,  the  Company  may  pay  to the  registered  holders  of  Rights
Certificates  at the time such Rights are exercised as herein provided an amount
in cash equal to the same  fraction  of the current  market  value of one Common
Share.  For  purposes of this  Section  14(c),  the current  market value of one
Common  Share  shall be the  closing  price of one Common  Share (as  determined
pursuant to Section  11(d)(i)) for the Trading Day immediately prior to the date
of such exercise.

14.4.  In the event the Company  determines  it advisable to issue  fractions of
Rights,  fractions  of  Preferred  Shares for  fractions  which are not integral
multiples of Preferred Shares or fractions of Common Shares as permitted in this
Agreement,  the Company shall  immediately so notify the Rights Agent, and in no
event  later than 5 Business  Days  prior to the date such  fractions  are to be
issued.  The Company and the Rights  Agent shall then adopt  mutually  agreeable
procedures  with respect to any such issuance.  In the event the Company and the
Rights  Agent are unable to agree  upon such  procedures,  the Rights  Agent may
resign and be discharged from its duties under this Agreement or the Company may
remove the Rights  Agent,  both as set forth in Section 21;  provided,  however,
that only one day's prior written  notice need be given of such  resignation  or
removal.

14.5. The holder of a Right by the acceptance of the Right expressly  waives his
right to receive any fractional  Rights,  any fractions of Preferred  Shares for
fractions  which  are  not  integral  multiples  of  Preferred  Shares,  or  any
fractional  Common Shares (if  applicable)  upon exercise of a Right,  except as
permitted by this Section 14.

15. Rights of Action. All rights of action in respect of this Agreement,  except
the rights of action of the Rights  Agent with  respect to its rights  hereunder
against the  Company,  are vested in the  respective  registered  holders of the
Rights Certificates (and, prior to the Distribution Date, the registered holders
of the Common  Shares).  Any registered  holder of any Rights  Certificate  (or,
prior to the  Distribution  Date, of the Common Shares),  without the consent of
the Rights Agent or of the holder of any other Rights  Certificate (or, prior to
the Distribution Date, of the Common Shares), may, in his own behalf and for his
own  benefit,  enforce,  and may  institute  and  maintain  any suit,  action or
proceeding  against the Company to enforce,  or otherwise act in respect of, his
right to exercise the Rights in the manner provided 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.

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:

16.1.    prior to the  Distribution  Date, the Rights will be transferable
only in connection with the transfer of Common Shares;

16.2. after the Distribution Date, the Rights Certificates are transferable only
on the registry  books of the Rights Agent if  surrendered  at the office of the
Rights Agent  designated  for such  purposes,  duly endorsed or accompanied by a
proper  instrument of transfer and with the appropriate  forms and  certificates
duly  completed  and  fully  executed  and  otherwise  complying  with any other
requirements set forth in this Agreement;

16.3. subject to Section 6(a) and Section 7(f), 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  Certificate  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, subject to the last sentence of Section 7(e), shall be required to
be affected by any notice or knowledge to the contrary; and

16.4.  notwithstanding  anything in this Agreement to the contrary,  neither the
Company nor the Rights Agent shall have any liability to each other,  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.

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  Preferred  Share  Fractions  or any
other  securities of the Company  (including the Common Shares) 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 25), or to
receive  dividends or  subscription  rights,  or  otherwise,  until the Right or
Rights  evidenced  by such  Rights  Certificate  shall  have been  exercised  in
accordance with the provisions hereof.

18.      Matters Concerning the Rights Agent.

18.1. 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 negotiation, acceptance,  administration and
execution  of this  Agreement  and the exercise  and  performance  of its duties
hereunder.  The Company  also agrees to  indemnify  the Rights Agent for, and to
hold it harmless against,  any loss, liability or expense incurred without gross
negligence, 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 negotiation,
acceptance,  administration and execution of this Agreement and the exercise and
performance of its duties hereunder,  including without limitation the costs and
expenses of defending against and appealing any such claim of liability.

18.2.  The Rights Agent shall be  authorized to rely upon and shall be protected
and shall incur no liability for or in respect of any action taken,  suffered or
omitted by it in connection with its negotiation, acceptance, administration and
execution  of this  Agreement  or the  exercise  and  performance  of its duties
hereunder 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,
instruction,  direction,  consent,  certificate,  statement  or  other  paper or
document  believed by it to be genuine  and to be signed,  executed  and,  where
necessary,  verified  or  acknowledged,  by the  proper  Person or  Persons,  or
otherwise upon the advice of counsel as set forth in Section 20.

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

19.1.  Any Person into which the Rights Agent or any successor  Rights Agent may
be merged or with which it may be consolidated, or any Person resulting from any
merger or  consolidation to which the Rights Agent or any successor Rights Agent
shall be a party,  or any  Person  succeeding  to the  corporate  trust or stock
transfer  business of the Rights Agent or any successor  Rights Agent,  shall be
the successor to the Rights Agent under this Agreement  without the execution or
filing of any paper or any further act on the part of any of the parties hereto;
provided,  however,  that such Person  would be eligible  for  appointment  as a
successor  Rights Agent under the  provisions of Section 21. 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.

19.2.  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.

20.  Duties of Rights  Agent.  The Rights  Agent  shall have only the duties and
obligations  expressly  set forth in this  Agreement.  There shall be no implied
duties or  obligations  of the Rights  Agent.  The Rights Agent  undertakes  the
duties and  obligations  imposed by this Agreement upon the following  terms and
conditions,  by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:

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

20.2.  Whenever in the  administration,  exercise and  performance of its duties
under this  Agreement the Rights Agent shall deem it necessary or desirable that
any fact or matter (including without limitation,  the identity of any Acquiring
Person or Adverse  Person and the  determination  of "Current  Market Price") be
proved or  established  by the Company  prior to taking or suffering  any action
hereunder,  such fact or matter  (unless  other  evidence in respect  thereof be
herein  specifically  prescribed)  may be deemed to be  conclusively  proved and
established by a certificate signed by the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant  Secretary of the Company and delivered to the Rights  Agent;  and any
such certificate shall be full  authorization and protection to the Rights Agent
for and the  Rights  Agent  shall  incur no  liability  for or in respect of any
action  taken,  suffered or omitted in good faith by it under the  provisions of
this Agreement in reliance upon such certificate.

20.3. The Rights Agent shall not be liable or responsible  hereunder  except for
its own negligence, bad faith or willful misconduct.

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

20.5.  The Rights Agent shall not be under any  liability or  responsibility  in
respect of the legality,  validity or  enforceability  of this  Agreement or the
execution and delivery  hereof  (except the due  execution  hereof by the Rights
Agent) or in respect of the legality,  validity,  enforceability or execution of
any Rights Certificate (except its  countersignature  thereof);  nor shall it be
liable or responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor shall it be liable
or responsible  for any adjustment  required under the provisions of Section 11,
Section 13 or  Section 24 or liable 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 receipt of a certificate  describing any
such  adjustment  delivered  pursuant to Section  12); nor shall it be deemed to
make any  representation  or warranty as to the  authorization or reservation of
any Preferred Shares or Common Shares to be issued pursuant to this Agreement or
any Rights  Certificate  or as to whether any Preferred  Shares or Common Shares
will,  when so  issued,  be  validly  authorized  and  issued,  fully  paid  and
non-assessable or as to any other matter except as expressly set forth herein.

20.6. 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.  20.7. The Rights Agent is hereby  authorized and
directed to accept  instructions or direction with respect to the administration
of this Agreement and the exercise and performance of its duties  hereunder from
the Chairman of the Board, the President, any Vice President, the Treasurer, any
Assistant  Treasurer,  the Secretary or any Assistant  Secretary of the Company,
and to  apply  to  such  officers  for  advice,  instructions  or  direction  in
connection  with its duties,  and it shall not be liable or responsible  for any
action  taken,  suffered  or  omitted  by it in good  faith in  accordance  with
instructions  or direction of any such officer.  Any  application  by the Rights
Agent for written instructions from the Company may, at the option of the Rights
Agent, set forth in writing any action proposed to be taken, suffered or omitted
by the Rights Agent with respect to its duties or obligations  under this Rights
Agreement  and the date on  and/or  after  which  such  action  shall be  taken,
suffered or omitted and the Rights Agent shall not be liable or responsible  for
any action taken,  suffered or omitted in accordance with a proposal included in
any such  application on or after the date  specified  therein (which date shall
not be less than five  Business  Days after the date any such  officer  actually
receives  such  application,  unless any such  officer  shall have  consented in
writing to an earlier date) unless,  prior to taking,  suffering or omitting any
such action,  the Rights Agent has received written  instructions in response to
such application specifying the action to be taken, suffered or omitted.

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

20.9.  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 liable or responsible
for any act,  default,  neglect or misconduct of any such attorneys or agents or
for any loss or damages 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.

20.10.  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 exercise of its rights unless it
shall have been first indemnified therefor to its satisfaction.

20.11.  If, with  respect to any Rights  Certificate  surrendered  to the Rights
Agent  for  exercise  or  transfer,  the  certificate  attached  to the  form of
assignment  or form of election to purchase,  as the case may be, has either not
been  completed  or  indicates  an  affirmative  response  to  clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested  exercise or transfer until it has received  instructions with respect
thereto from the Company.

21. Change of Rights Agent.  The Rights Agent or any successor  Rights Agent may
resign and be  discharged  from its duties  under this  Agreement  upon 30 days'
notice in  writing  mailed to the  Company,  and to each  transfer  agent of the
Common Shares and the  Preferred  Shares the existence of which the Rights Agent
has received  notice from the Company,  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 30 days' notice in
writing,  mailed to the Rights Agent or successor  Rights Agent, as the case may
be, and to each transfer agent of the Common Shares and the Preferred Shares, by
registered or certified  mail, and to the holders of the Rights  Certificates by
first-class  mail.  If the  Rights  Agent  shall  resign or be  removed or shall
otherwise become  incapable of acting,  the Company shall appoint a successor to
the Rights Agent.  If the Company shall fail to make such  appointment  within a
period  of 30 days  after  giving  notice of such  removal  or after it has been
notified  in writing of such  resignation  or  incapacity  by the  resigning  or
incapacitated  Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice,  submit his Rights Certificate for inspection by the Company),
then 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)
a corporation  organized and doing business under the laws of the United States,
the Commonwealth of Pennsylvania or the State of New York (or of any other state
of the United States so long as such corporation is authorized to do business as
a bank or trust company in the  Commonwealth of Pennsylvania or the State of New
York) in good standing,  having an office in the Commonwealth of Pennsylvania or
the State of New York, which is authorized under such laws to exercise corporate
trust or stock  transfer  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 adequate in the judgment of at least
a majority of the Continuing  Directors to assure the  performance of its duties
hereunder and the  protection of the interests of the Company and the holders of
Rights,  or (b) an  Affiliate of a  corporation  described in clause (a) of this
sentence. After appointment, the successor Rights Agent shall be vested with the
same powers,  rights,  duties and  responsibilities as if it had been originally
named as Rights Agent without  further act or deed; but the  predecessor  Rights

Agent shall deliver and transfer to the  successor  Rights Agent any property at
the time held by it  hereunder,  and execute and deliver any further  assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date of any such  appointment,  the Company shall file notice thereof in writing
with the  predecessor  Rights Agent and each transfer agent of the Common Shares
and the Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Rights  Certificates or, prior to the  Distribution  Date, to the
registered holders of the Common Shares. Failure to give any notice provided for
in this  Section 21 or to appoint a  successor  Rights  Agent,  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.

22. Issuance of New Rights  Certificates.  Notwithstanding any of the provisions
of this  Agreement  or of the Rights to the  contrary,  the Company  may, at its
option,  issue new Rights Certificates  evidencing Rights in such form as may be
approved by the Board 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 Expiration Date,
the Company (a) shall,  with respect to Common Shares so issued or sold pursuant
to  the  exercise  of  stock  options,  grants  or  awards  outstanding  on  the
Distribution  Date  under any  benefit  plan or  arrangement  for  employees  or
directors, or upon the exercise,  conversion or exchange of securities issued by
the Company prior to the  Distribution  Date, and (b) may, in any other case, if
deemed  necessary  or  appropriate  by at  least a  majority  of the  Continuing
Directors,  issue Rights  Certificates  representing  the appropriate  number of
Rights in connection with such issuance or sale; provided,  however, that (i) no
such Rights  Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance  could create a significant  risk
of material  adverse tax  consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that,  appropriate  adjustment shall otherwise have
been made in lieu of issuance thereof.

23.      Redemption and Termination.

23.1. The Board, acting by at least a majority of the Continuing Directors, may,
at its option,  at any time prior to the first to occur of the close of business
on (i) the third Business Day following the Stock  Acquisition  Date (or, if the
Stock  Acquisition  Date shall have occurred prior to the Record Date, the close
of business on the tenth Business Day following the Record Date), (ii) the tenth
Business Day after a  determination,  pursuant to Section  11(a)(ii)(D),  that a
Person is an Adverse Person,  or (iii) the Final Expiration Date, redeem all but
not less than all of 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")
and the Company may, at its option, pay the Redemption Price in Preferred Shares
(based on the "Current  Market  Price," of the  Preferred  Shares at the time of
redemption),  Common Shares (based on the "Current  Market Price," of the Common
Shares at the time of  redemption)  or cash.  If,  following the occurrence of a
Stock  Acquisition  Date and following the expiration of the right of redemption
set forth above in this Section 23(a) but prior to any Triggering Event,  either

(A)(1) a Person who is an Acquiring  Person shall have  transferred or otherwise
disposed  of a  number  of  Common  Shares  in  one  transaction  or  series  of
transactions,  not directly or  indirectly  involving  the Company or any of its
Subsidiaries,  which did not result in the occurrence of a Triggering Event such
that  such  Person  is  thereafter  a  Beneficial  Owner  of 10% or  less of the
outstanding  Common  Shares,  and (2)  there are no other  Persons,  immediately
following the occurrence of the event described in the preceding  clause (A)(1),
who are  Acquiring  Persons,  and  (3) at  least a  majority  of the  Continuing
Directors approve the reinstatement of the right of redemption  pursuant to this
Section 23, or (B)(1) at least a majority of the Continuing  Directors  approves
the  consolidation,  merger or other combination of the Company with or into, or
the  sale  or  other  transfer  (either  by the  Company  or one or  more of its
Subsidiaries),  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 a Person  other  than  the  Acquiring  Person  (or any
Associate or Affiliate of such  Acquiring  Person) who caused the  occurrence of
such  Stock  Acquisition  Date,  and (2) at least a majority  of the  Continuing
Directors,  as part of the approval of such an event  described in the preceding
clause (B)(1), approves the reinstatement of the right of redemption pursuant to
this Section 23, then,  in either such case,  the right of  redemption  shall be
reinstated  and  thereafter  be subject to the  provisions  of this  Section 23.
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
until such time as the Company's right of redemption hereunder has expired.

(b)  Immediately  upon the action of the Board  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 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  Date, on the registry  books of the transfer agent for the
Common Shares.  Any notice which is mailed in the manner  provided in Section 26
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. 24.

Exchange.

24.1. The Board, acting by at least a majority of the Continuing Directors, may,
at its option, at any time after a Section 11(a)(ii) Event, exchange all or part
of the then  outstanding  and  exercisable  Rights  (which (i) shall not include
Rights that have become void pursuant to the  provisions  of Section  7(e),  and
(ii) shall include, without limitation, any Rights issued after the Distribution
Date in  connection  with the  exercise  of options  pursuant  to the  Company's
employee  benefit  plans,  where such option is exercised for  securities of the
Company or  surrendered  for cash) for  Preferred  Share  Fractions  (or, at the
election of at least a majority of the  Continuing  Directors (a "Section  24(a)
Election"),  Common Shares) at an exchange ratio of one Preferred Share Fraction
(or Common  Share,  as the case may be) per  Right,  appropriately  adjusted  to

reflect any stock split, stock dividend or similar  transaction  occurring after
the date  hereof  (such  exchange  ratio  being  hereinafter  referred to as the
"Exchange Ratio").

24.2.  Immediately  upon the action of the Board  ordering  the  exchange of any
Rights  pursuant to Section 24(a) and without any further action and without any
notice,  the right to exercise  such Rights shall  terminate  and the only right
thereafter  of a holder  of such  Rights  shall to be  receive  that  number  of
Preferred  Share  Fractions (or Common Shares,  as the case may be) equal to the
number of such Rights held by such holder  multiplied by the Exchange Ratio. The
Company  shall  promptly  notify the Rights Agent and give public  notice of any
such exchange;  provided,  however,  that the failure to give, or any defect in,
such notice shall not affect the validity of such exchange. The Company promptly
shall mail a notice of any such exchange to all of the holders of such Rights at
their last  addresses as they appear upon the registry book of the Rights Agent.
Any notice which is mailed in the manner  provided in Section 26 shall be deemed
given,  whether or not the  holder  receives  the  notice.  Each such  notice of
exchange  will  state the  method  by which  the  exchange  of  Preferred  Share
Fractions  (or Common  Shares,  as the case may be) for Rights  will be effected
and, in the event of any partial  exchange,  shall be effected pro rata based on
the number of Rights  (other than Rights which have become void  pursuant to the
provisions of Section 7(e)) held by each holder of Rights.

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

24.4. The Company shall not be required to issue  fractions of Preferred  Shares
or to distribute certificates which evidence fractional Preferred Shares, except
in each case for fractions which are integral  multiples of Preferred Shares. In
lieu of such  fractional  Preferred  Shares which are not integral  multiples of
Preferred  Shares,  there shall be paid to the registered  holders of the Rights
Certificates  with  regard  to which  such  fractional  Preferred  Shares  would
otherwise  be  issuable,  an amount in cash  equal to the same  fraction  of the
current  market value of a whole  Preferred  Share,  as  determined  pursuant to
Section 11(d)(ii), for the Trading Day immediately prior to the date of exchange
pursuant to this Section 24.

24.5. If  applicable,  the Company  shall not be required to issue  fractions of
Common Shares or to distribute  certificates  which evidence  fractional  Common
Shares.  In lieu of such  fractional  Common Shares,  there shall be paid to the
registered  holders  of the  Rights  Certificates  with  regard  to  which  such
fractional Common Shares would otherwise be issuable, an amount in cash equal to
the same fraction of the current  market value of a whole Common Share.  For the
purposes of this Section 24(e), the current market value of a whole Common Share
shall be the  closing  price per Common  Share (as  determined  pursuant  to the
second sentence of Section  11(d)(i)) for the Trading Day  immediately  prior to
the date of exchange pursuant to this Section 24.

25.      Notice of Certain Events.

25.1. In case the Company shall propose, at anytime after the Distribution Date,
(i) to pay any  dividend  payable  in  stock  of any  class  to the  holders  of
Preferred  Shares or to make any other  distribution to the holders of Preferred
Shares (other than a regular quarterly cash dividend out of earnings or retained
earnings  of the  Company),  (ii) to offer to the  holders of  Preferred  Shares
rights or warrants to  subscribe  for or to purchase  any  additional  Preferred
Shares  or  shares  of stock of any  class or any  other  securities,  rights or
options,  (iii) to effect any  reclassification  of the Preferred  Shares (other
than a reclassification  involving only the subdivision of outstanding Preferred
Shares),  (iv) to effect  any  consolidation  or  merger  into or with any other
Person (other than a Subsidiary of the Company in a transaction  which  complies
with Section  11(o)),  or to effect any sale or other transfer (or to permit one
or more of its  Subsidiaries  to  effect  any  sale or other  transfer),  in one
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)), or (v)
to effect the  liquidation,  dissolution or winding up of the Company,  then, in
each such case,  the Company shall give to each holder of a Rights  Certificate,
to the extent  feasible  and in  accordance  with  Section 26, and to the Rights
Agent a notice of such proposed action,  which shall specify the record date for
the purposes of such stock dividend or  distribution  of rights or warrants,  or
the date on which such reclassification,  consolidation, merger, sale, transfer,
liquidation,  dissolution  or  winding  up is to  take  place  and  the  date of
participation therein by the holders of 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
Section  25(a)(i) or (ii) at least five  Business  Days prior to the record date
for determining  holders of Preferred Shares for purposes of such action, and in
the case of any such other action, at least five Business Days prior to the date
of the taking of such proposed  action or the date of  participation  therein by
the holders of Preferred Shares, whichever shall be the earlier.

25.2.  In case any of the  events set forth in Section  11(a)(ii)  shall  occur,
then, in any such case, (i) the Company shall as soon as practicable  thereafter
give to each holder of a Right,  to the extent  feasible and in accordance  with
Section 26, and to the Rights  Agent 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),  and (ii) in the event of an appropriate Section
11(a)(ii)  Election or Section 24(a)  Election,  all references in Section 25(a)
shall be deemed  thereafter to refer to Common Shares  and/or,  if  appropriate,
other securities.

26.      Notices.

26.1.  Notices,  communications  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:

                  Penn National Gaming, Inc.
                  Wyomissing Professional Center
                  825 Berkshire Boulevard
                  Suite 200
                  Wyomissing, PA  19610
                  Attention: Mr. Peter M. Carlino

                  with a copy to:

                  Albert S. Dandridge, III, Esquire
                  Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                  38th Floor
                  1735 Market Street
                  Philadelphia, PA 19103
26.2.  Subject to the  provisions  of Section  21,  notices,  communications  or
demands  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:

         Continental Stock Transfer and Trust Company
         72 Reade Street
         New York, New York 10007

         Attention: Compliance Department.
26.3.  Notices,  communications  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,  the
transfer agent for the Common Shares or the Rights Agent, as appropriate.

27.  Supplements and Amendments.  Prior to the Distribution  Date and subject to
the  penultimate  sentence of this  Section 27, the Company  may, and the Rights
Agent  shall,  if the Company  (acting by at least a majority of the  Continuing
Directors)  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 27, the Company  may,  and the Rights  Agent shall,  if the Company
(acting  by at  least  a  majority  of the  Continuing  Directors)  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 (other than an Acquiring Person,
an Adverse  Person or an Affiliate or Associate of any such  Person);  provided,
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 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  27,  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 (i) changes the
Redemption Price, the Final Expiration Date, the Purchase Price or the number of
Preferred  Share  Fractions for which a Right is exercisable or (ii) without the
consent of the Rights  Agent,  substantially  changes the nature of or increases
the duties,  obligations,  responsibilities  or  liabilities of the Rights Agent
hereunder.  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.

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

29. Determinations and Actions by the Board. For all purposes of this Agreement,
any  calculation  of the number 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 (where  specifically
provided for herein,  acting by at least a majority of the Continuing Directors)
shall have the exclusive power and authority to administer this Agreement and to
exercise  all  rights  and  powers  specifically  granted  to the  Board  (where
specifically  provided  for  herein,  acting  by at  least  a  majority  of  the
Continuing Directors) or to the Company (where specifically provided for herein,
acting  by at  least  a  majority  of the  Continuing  Directors),  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 calculations and determinations deemed necessary or
advisable for the administration of this Agreement (including a determination to
redeem or not redeem the Rights or to amend or supplement  the  Agreement).  All
such actions,  calculations,  interpretations and determinations (including, for
purposes of clause (ii) below,  all  omissions  with  respect to the  foregoing)
which are done or made by the Board  (where  specifically  provided  for herein,
acting  by at  least a  majority  of the  Continuing  Directors)  in good  faith
(provided  that the Rights Agent shall be  conclusively  entitled to assume that
such actions are in good faith),  shall (i) be final,  conclusive and binding on
the Company,  the Rights Agent, the holders of the Rights and all other parties,
and (ii) not subject the Board or the  Continuing  Directors to any liability to
the holders of the Rights.

30. Benefits of this Agreement.  Nothing in this Agreement shall be construed to
give to any Person other than the Company,  the Rights Agent and the  registered
holders  of 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).

31.  Severability.  If any term,  provision,  covenant  or  restriction  of this
Agreement is held by a court of competent  jurisdiction or other authority to be
invalid, void or unenforceable for any purpose or under any set of circumstances
or as  applied  to  any  Person,  such  invalid,  void  or  unenforceable  term,
provision,  covenant  or  restriction  shall  continue  in effect to the maximum
extent possible for all other  purposes,  under all other  circumstances  and as
applied  to all other  Persons,  and 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 at least a majority of the Continuing
Directors  determines  in its good faith  judgment  that  severing  the  invalid
language from this  Agreement  would  adversely  affect the purpose of 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
Business  Day  following  the  date of  such  determination  by such  Continuing
Directors.  Without limiting the foregoing,  if any provisions  requiring that a
determination  be made by less than the  entire  Board (or at a time or with the
concurrence of a group of directors consisting of less than the entire Board) is
held by a court of competent jurisdiction or other authority to be invalid, void
or  unenforceable,  such  determination  shall  then  be made  by the  Board  in
accordance with applicable law and the Company's  articles of incorporation  and
by-laws.

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

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






                  Descriptive Headings.  Descriptive headings of the Sections of
this  Agreement  are inserted for  convenience  of reference  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  seals  to be
hereunto affixed and attested, all as of the day and year first above written.

                  Attest: ......... PENN NATIONAL GAMING, INC.


By:/s/Robert S. Ippolito                By: /s/Peter M. Carlino___
Name: Robet S. Ippolito                 Name: Peter M. Carlino
Title: Secretary/Treasurer              Title: Chairman and Chief
                                        Executive Officer

[Corporate Seal]

Attest:  .........                 CONTINENTAL STOCK TRANSFER
         .........                 AND TRUST COMPANY

By: /s/Thomas Jennings                            By:_/s/William F. Seegraber
     Name: Thomas Jennings                        Name:  William F. Seegraber
     Title: Assistant Secretary                   Title:     Vice President

[Corporate Seal]



                                                                      Exhibit A
                          RESOLUTIONS TO BE ADOPTED BY
                             THE BOARD OF DIRECTORS
                                       OF
                           PENN NATIONAL GAMING, INC.

                                  May 20, 1998

                                    PREAMBLE

                  WHEREAS,  the Board of Directors deems it desirable and in the
best  interests  of the  Company  and its  shareholders  that  steps be taken to
preserve for  shareholders the long-term value of the Company in the event of an
attempted takeover of the Company; and

                  WHEREAS,  the Board of Directors  believes  that a dividend to
holders of the  Company's  Common  Stock,  par value $.01 per share (the "Common
Shares"),  of rights to purchase  fractional  shares of Series A Preferred Stock
(the "Preferred Stock"), on the terms and subject to the conditions  hereinafter
provided,  is in the best  interests of the Company and will  contribute  to the
preservation  of the  Company's  long-term  value for its  shareholders;  and in
arriving at this belief,  the Board also  considered the effects upon employees,
suppliers and customers of the Company, and upon communities in which offices or
other establishments of the Company are located and all other pertinent factors;
and

                  WHEREAS, the Board of Directors wishes to create the Preferred
Stock,  and  designate  the  number of shares  thereof  and the  voting  powers,
preferences, rights and restrictions thereof.
                      CREATION OF SERIES A PREFERRED STOCK

                  NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority
expressly  vested in the Board of Directors of Penn National  Gaming,  Inc. (the
"Company") by Article 4(b) of the Articles of Incorporation of the Company,  the
Board of Directors hereby creates the first series of Preferred Stock, par value
$0.01 per share,  which shall consist of 400,000  shares and shall be designated
as  the  Preferred   Stock,   and  fixes  and   determines  the  voting  rights,
designations,    preferences,    qualifications,     privileges,    limitations,
restrictions,  options,  conversion  rights and other special or relative rights
thereof as follows:

                  Section 1.  Dividends and Distributions:

                  (a) The rate of dividends payable per share of Preferred Stock
on the first day of March,  June,  September  and  December in each year or such
other  quarterly  payment  date as shall be  specified by the Board of Directors
(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 the  Preferred  Stock,  shall be
(rounded to the nearest  cent)  equal to the  product of 100  multiplied  by the


aggregate  per  share  amount  of all cash  dividends,  and the  product  of 100
multiplied by the aggregate  per share amount  (payable in cash,  based upon the
fair market value at the time the  non-cash  dividend or other  distribution  is
declared or paid as  determined  in good faith by the Board of Directors) of all
non-cash  dividends  or other  distributions  other than a  dividend  payable in
shares of Common  Stock or a  subdivision  of the  outstanding  shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, $.01 par
value, of the Company 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 the  Preferred  Stock,
subject to the provision for adjustment  hereinafter set forth. Dividends on the
Preferred  Stock shall be paid out of funds legally  available for such purpose.
In the event the  Company  shall at any time  after  May 20,  1998 (the  "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock,  (ii) subdivide the  outstanding  shares of Common Stock, or (iii)
combine the outstanding  shares of Common Stock into a smaller number of shares,
then in each such case the  amounts  to which  holders of  Preferred  Stock were
entitled  immediately  prior to such event under  clause  (ii) of the  preceding
sentence  shall be adjusted by  multiplying  each such amount by a fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (b)  Dividends  shall  begin to accrue  and be  cumulative  on
outstanding  Preferred  Stock  from the  Quarterly  Dividend  Payment  Date next
preceding the date of issue of such Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such  shares,  or unless the date of issue is a  Quarterly  Dividend
Payment Date or is a date after the record date for the determination of holders
of  Preferred  Stock  entitled to receive a quarterly  dividend  and before such
Quarterly  Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
Accrued but unpaid  dividends  shall not bear  interest.  Dividends  paid on the
Preferred Stock in an amount less than the total amount of such dividends at the
time  accrued  and  payable  on such  shares  shall be  allocated  pro rata on a
share-by-share basis among all such shares at the time outstanding.

                  Section 2. Voting Rights. In addition to any other voting
rights required by law, the holders of Preferred Stock shall have the following
voting rights:

                  (a) Subject to the provision for  adjustment  hereinafter  set
forth, each Preferred Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the Shareholders of the Company. In the event the
Company  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  shares of Common Stock, or (iii) combine the outstanding  shares of
Common Stock into a smaller number of shares,  then in each such case the number
of votes per share to which holders of Preferred Stock were entitled immediately
prior to such event shall be adjusted by  multiplying  such number by a fraction
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (b) In the event that  dividends on the Preferred  Stock shall
be in arrears to an amount equal to six full quarterly  dividends  thereon,  the
holders of such Preferred Stock shall become entitled to the extent  hereinafter
provided to vote  noncumulatively  at all elections of directors of the Company,
and to receive notice of all Shareholders' meetings to be held for such purpose.
At such meetings, to the extent that directors are being elected, the holders of
such Preferred Stock voting as a class shall be entitled to elect two members of
the Board of Directors of the  Company;  and all other  directors of the Company
shall be elected by all  Shareholders  of the  Company  entitled  to vote in the
election of directors. Such voting rights of the holders of such Preferred Stock
shall continue until all  accumulated  and unpaid  dividends  thereon shall have
been paid or funds  sufficient  therefor  set aside,  whereupon  all such voting
rights of the holders of shares of such  series  shall  cease,  subject to being
again revived from time to time upon the  reoccurrence  of the conditions  above
described as giving rise thereto.

                  At any time when such right to elect directors separately as a
class shall have so vested, the Company may, and upon the written request of the
holders of record of not less than 20% of the then  outstanding  total number of
shares of all the  Preferred  Stock having the right to elect  directors in such
circumstances  shall,  call a special meeting of holders of such Preferred Stock
for the  election  of  directors.  In the case of such a written  request,  such
special meeting shall be held within 90 days after the delivery of such request,
and, in either case, at the place and upon the notice provided by law and in the
By-laws of the Company;  provided that the Company shall not be required to call
such a special meeting if such request is received less than 120 days before the
date fixed for the next ensuing annual or special meeting of Shareholders of the
Company.  Upon the mailing of the notice of such special  meeting to the holders
of such Preferred  Stock,  or, if no such meeting be held; then upon the mailing
of the notice of the next  annual or special  meeting  of  Shareholders  for the
election of directors, the number of directors of the Company shall, ipso facto,
be  increased  to the  extent,  but only to the  extent,  necessary  to  provide
sufficient  vacancies to enable the holders of such Preferred Stock to elect the
two directors  hereinabove  provided for, and all such vacancies shall be filled
only by vote of the holders of such  Preferred  Stock as  hereinabove  provided.
Whenever the number of directors of the Company shall have been  increased,  the
number as so increased may thereafter be further  increased or decreased in such
manner as may be permitted by the By-laws and without the vote of the holders of
Preferred  Stock,  provided  that no such action  shall  impair the right of the
holders of Preferred  Stock to elect and to be  represented  by two directors as
herein provided.

                  As  long  as the  holders  of  Preferred  Stock  are  entitled
hereunder to voting rights,  any vacancy in the Board of Directors caused by the
death or resignation of any director  elected by the holders of Preferred Stock,
shall, until the next meeting of Shareholders for the election of directors,  in
each  case be  filled  by the  remaining  director  elected  by the  holders  of
Preferred Stock having the right to elect directors in such circumstances.

                  Upon  termination  of the voting  rights of the holders of any
series of Preferred Stock the terms of office of all persons who shall have been
elected directors of the Company by vote of the holders of Preferred Stock or by
a director elected by such holders shall forthwith terminate.

                  (c) Except as otherwise  provided  herein,  in the Articles of
Incorporation of the Company,  or by law, the holders of Preferred Stock and the
holders of Common  Stock (and the holders of shares of any other series or class
entitled  to vote  thereon)  shall  vote  together  as one class on all  matters
submitted to a vote of Shareholders of the Company.

                  Section 3. Reacquired Shares. Any Preferred Stock purchased or
otherwise  acquired by the Company in any manner whatsoever shall be retired and
canceled  promptly  after the  acquisition  thereof.  All such shares shall upon
their  cancellation  become  authorized but unissued  Preferred Stock and may be
reissued as part of a new series of Preferred  Stock to be created by resolution
or resolutions of the Board of Directors.

                  Section 4.  Liquidation,  Dissolution  or  Winding  Up. In the
event of any voluntary or involuntary liquidation,  dissolution or winding up of
the  Company,  the holders of  Preferred  Stock shall be entitled to receive the
greater  of  (a)  $1.00  per  share,  plus  accrued  dividends  to the  date  of
distribution,  whether  or not earned or  declared,  or (b) an amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the  aggregate  amount to be  distributed  per share to  holders of Common
Stock.  In the event the Company 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  shares of Common  Stock,  or (iii) combine the
outstanding shares of Common Stock into a smaller number of shares, then in each
such  case  the  amount  to which  holders  of  Preferred  Stock  were  entitled
immediately prior to such event pursuant to 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.

                  Section 5.  Consolidation,  Merger,  etc.  In case the Company
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other capital
stock or securities,  cash and/or any other property,  then in any such case the
Preferred  Stock shall at the same time be similarly  exchanged  for, or changed
into an amount per share  (subject to the provision for  adjustment  hereinafter
set forth) equal to 100 times the aggregate amount of capital stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common  Stock is changed or  exchanged.  In the event
the Company 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  shares of Common Stock, or (iii) combine the outstanding  shares of
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  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 the denominator of which is the number
of shares of Common Stock that were outstanding immediately prior to such event.

     Section 6. No Redemption. The Preferred Stock shall not be redeemable.

                  Section 7. Fractional Shares. 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 Preferred Stock.

                         DECLARATION OF RIGHTS DIVIDEND

                  RESOLVED FURTHER,  that the Board of Directors hereby declares
that a dividend of one right (a "Right")  for each Common Share be paid on March
19, 1999 to  shareholders  of record of the Common Shares issued and outstanding
at the close of  business  on such date,  each Right  representing  the right to
purchase  one-hundredth of a Preferred Stock (a "Preferred Stock Fraction") upon
the  terms  and  subject  to the  conditions  set  forth in the  form of  Rights
Agreement  between the Company and Continental  Stock Transfer and Trust Company
as Rights  Agent  presented to this  meeting  (the  "Rights  Agreement"),  which
agreement is hereby approved in all respects.

                   RESOLVED FURTHER, that the exercise price of the Rights shall
be $40.00 per Preferred  Stock Fraction and that the  redemption  price therefor
shall be $.01 per Right,  in each case,  subject to the adjustments set forth in
the Rights Agreement.

                   RESOLVED  FURTHER,  that the  President  or  Chief  Executive
Officer of the  Company,  alone or  together  with the  Secretary  or  Assistant
Secretary of the Company be, and each of them hereby is,  authorized,  empowered
and directed, for and on behalf of the Company, to execute the Rights Agreement,
with such modifications as the officers executing the same shall approve, and to
deliver the same to the Rights Agent  thereunder,  such  execution  and delivery
conclusively  to evidence  the due  authorization  and  approval  thereof by the
Company.

                               RIGHTS CERTIFICATES

                  RESOLVED FURTHER, that certificates evidencing the Rights (the
"Rights  Certificates")  shall be  substantially  in the  form set  forth in the
Rights Agreement and shall be issued and delivered as provided therein.

                  RESOLVED FURTHER, that the Rights Certificates shall be signed
by the Chairman of the Board,  the  President or any Vice  President  and by the
Secretary or any Assistant Secretary of the Company  (collectively,  the "Proper
Officers")  under the corporate seal of the Company (which may be in the form of
a facsimile of the seal of the Company),  provided that the signatures of any of
said  officers  of the  Company  may,  but need not be,  a  facsimile  signature
imprinted  or  otherwise  reproduced  on the Rights  Certificates,  and that the
Company  adopts for such purpose the  facsimile  signature of the present or any
future Chairman of the Board, President, Vice President, Secretary and Assistant
Secretary of the Company,  notwithstanding  the fact that at the time the Rights
Certificates  shall be authenticated  and delivered or disposed of he shall have
ceased to be such officer.

                  RESOLVED  FURTHER,  that the Proper  Officers  be, and each of
them hereby is, authorized, empowered and directed, to execute for and on behalf
of the  Company  and under its  corporate  seal  (which  may be in the form of a
facsimile of the seal of the  Company),  Rights  Certificates  issued to replace
lost,  stolen,  mutilated  or  destroyed  Rights  Certificates,  and such Rights
Certificates  as may be  required  for  exchange,  substitution  or  transfer as
provided in the Rights  Agreement  in the manner and form to be required  in, or
contemplated by, the Rights Agreement.

                  RESOLVED  FURTHER,  that  the  Rights  Certificates  shall  be
manually  countersigned  by the Rights Agent and books for the  registration and
transfer of the Rights  Certificates  shall be maintained by the Rights Agent as
provided for in the Rights Agreement.

                         RESERVATION OF PREFERRED STOCK

                  RESOLVED FURTHER,  that 400,000 Preferred Stock be, and hereby
is, initially reserved for issuance upon exercise of the Rights,  such number to
be  subject  to  adjustment  from  time to time in  accordance  with the  Rights
Agreement.

                       TRANSFER AGENT FOR PREFERRED STOCK

RESOLVED FURTHER, that Continental Stock Transfer and Trust Company (the "Bank")
be, and it hereby is,  appointed  Transfer Agent and Registrar for the Preferred
Stock.

                                  RIGHTS AGENT

                  RESOLVED  FURTHER,  that  the  Bank  be,  and  it  hereby  is,
appointed Rights Agent under the Rights Agreement, and that upon presentation to
it of Rights  Certificates for exercise in accordance with the Rights Agreement,
the Bank is authorized, as Transfer Agent and Registrar for the Preferred Stock,
to issue,  countersign,  register  and deliver  the  Preferred  Stock  Fractions
issuable upon such exercise.

                   REGISTRATION AND LISTING OF PREFERRED STOCK

                  RESOLVED  FURTHER,  that the Proper  Officers  be, and each of
them hereby is,  authorized,  empowered and  directed,  for and on behalf of the
Company,  to take all such actions and to execute all such documents as they may
deem necessary or appropriate in connection  with the issuance of the Rights and
the Preferred Stock or other securities  issuable upon exercise of the Rights in
order to comply with the  Securities  Act of 1933,  as amended (the  "Securities
Act"), and the Securities Exchange Act of 1934, as amended.

                  RESOLVED FURTHER,  that the Secretary of the Company be and he
hereby is  appointed  as agent for service of the Company  with  respect to said
registration  statement for the  Preferred  Stock or other  securities,  and any
amendments or  supplements,  with all the powers and functions  specified in the
General Rules and  Regulations of the Securities and Exchange  Commission  under
the Securities Act.

                  RESOLVED  FURTHER,  that the Proper  Officers  be, and each of
them hereby is,  authorized,  empowered and  directed,  for and on behalf of the
Company,  to execute and file such application or  applications,  and amendments
and  supplements  thereto,  and take such other  action as may be  necessary  to
qualify the Rights (and, if in the judgment of such  officers it is  appropriate
to do so,  the  Preferred  Stock  or other  securities  issuable  upon  exercise
thereof) for trading on NASDAQ or any stock  exchange or national  market system
deemed  appropriate  by such  officers  of the  Company or as is required by the
Rights  Agreement,  and that the proper  officers of the Company be, and each of
them  hereby  is,  authorized  to appear  before  the  Securities  and  Exchange
Commission,  the National Association of Securities Dealers,  Inc. and any stock
exchange,  and to execute  such papers and  agreements  as may be  necessary  to
conform  with  the  requirements  of  any  such  body  and  to  effectuate  such
qualification and registration.

                          SUBSEQUENT ISSUANCE OF RIGHTS

                  RESOLVED  FURTHER,  that as long as the Rights are attached to
the Common  Shares as  provided  in the  Rights  Agreement,  one Right  shall be
delivered with each Common Share that shall become  outstanding  after March 19,
1999.

                  RESOLVED  FURTHER,  in connection with the issuance or sale of
Common  Shares  following  the  Distribution  Date  (as  defined  in the  Rights
Agreement)  and  prior to the  Expiration  Date  (as is  defined  in the  Rights
Agreement),  the Company 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 issued
by the  Company  prior  to the  Distribution  Date,  issue  Rights  Certificates
representing  the appropriate  number of Rights in connection with such issuance
or sale, as provided in the Rights Agreement.
                            "BLUE SKY" QUALIFICATION

                  RESOLVED  FURTHER,  that  the  Board  of  Directors  deems  it
desirable  and in the best  interests  of the Company that the  Preferred  Stock
issuable  upon  exercise of the Rights be  qualified or  registered  for sale in
various jurisdictions;  that the Proper Officers be, and each of them hereby is,
authorized,  empowered  and  directed,  for and on  behalf  of the  Company,  to
determine  the  jurisdictions  in  which  appropriate  action  shall be taken to
qualify or register for sale all or such part of the  Preferred  Stock  issuable
upon  exercise  of the  Rights  as said  officers  may deem  advisable  or as is
required by the Rights Agreement;  that the Proper Officers be, and each of them
hereby is, authorized, empowered and directed, for and on behalf of the Company,
to perform  any and all such acts as they may deem  necessary  or  advisable  in
order to  comply  with the  applicable  laws of any such  jurisdictions,  and in
connection  therewith to execute and file all  requisite  papers and  documents,
including, but not limited to, applications,  reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process; and the execution
by such officers of any such papers or documents or the doing by them of any act
in connection  with the foregoing  matters shall  conclusively  establish  their
authority  therefor  and the  approval  and  ratification  by the Company of the
papers and documents so executed and the action so taken.

                               GENERAL RESOLUTIONS

                  RESOLVED  FURTHER,  that the Board of Directors hereby adopts,
as if expressly set forth  herein,  the form of any  resolution  required by any
authority to be filed in connection with any applications,  consents to service,
issuer's  covenants or other  documents if (i) in the opinion of the officers of
the Company executing the same, the adoption of such resolutions is necessary or
desirable (such execution or delivery being deemed  conclusive  evidence of such
determination  of such necessity or  desirability)  and (ii) the Secretary or an
Assistant  Secretary of the Company  evidences such adoption by inserting in the
minutes of this  meeting  copies of such  resolutions,  which will  thereupon be
deemed to be adopted by the Board of Directors with the same force and effect as
if presented at this meeting.

                  RESOLVED  FURTHER,  that the Proper  Officers  be, and each of
them hereby is,  authorized,  empowered and  directed,  for and on behalf of the
Company,  to execute and deliver any and all certificates,  agreements and other
documents,  take any and all steps and do any and all things which they may deem
necessary  or advisable  (such  execution  or delivery  being deemed  conclusive
evidence of such  determination  of such necessity or  desirability) in order to
effectuate the purposes of each and all of the foregoing resolutions.

RESOLVED  FURTHER,  that any actions taken by the proper  officers  prior to the
date of this meeting that are within the authority  conferred  hereby are hereby
ratified,  confirmed  and  approved  in all  respects as the act and deed of the
Company.





                                                                       Exhibit B
                           Form of Rights Certificate

Certificate No. R-
                                                             _____________Rights


NOT EXERCISABLE  AFTER MARCH 18, 2009 OR EARLIER IF REDEEMED OR EXCHANGED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION,  AT THE OPTION OF THE COMPANY, AT
$.01 PER RIGHT AND TO EXCHANGE  ON THE TERMS SET FORTH IN THE RIGHTS  AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
AN ADVERSE  PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT)  AND ANY
SUBSEQUENT  HOLDER  OF SUCH  RIGHTS  MAY  BECOME  NULL  AND  VOID.  [THE  RIGHTS
REPRESENTED  BY THIS  RIGHTS  CERTIFICATE  ARE OR WERE  BENEFICIALLY  OWNED BY A
PERSON WHO WAS OR BECAME AN  [ACQUIRING]  [ADVERSE]  PERSON OR AN  AFFILIATE  OR
ASSOCIATE OF AN [ACQUIRING]  [ADVERSE]  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











                           PENN NATIONAL GAMING, INC.
                               RIGHTS CERTIFICATE
This certifies that  ________________,  or registered assigns, is the registered
owner of the number of Rights set forth above,  each of which entitles the owner
thereof,  subject  to  the  terms,  provisions  and  conditions  of  the  Rights
Agreement,  dated as of March 2, 1999 (the  "Rights  Agreement"),  between  Penn
National  Gaming,  Inc.,  a  Pennsylvania   corporation  (the  "Company"),   and
Continental  Stock  Transfer  and Trust  Company,  a New York  corporation  (the
"Rights  Agent"),  to  purchase  from the Company at any time prior to 5:00 p.m.
(New York time) on March 18, 2009 at the office 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 Preferred Stock, par value $0.01 per share
(the  "Preferred  Stock") of the  Company,  at a purchase  price (the  "Purchase
Price") of $40.00 per one  one-hundredth of a Preferred Stock (such fraction,  a
"Preferred  Stock  Fraction"),  upon  presentation  and surrender of this Rights
Certificate  with the Form of Election to Purchase and related  Certificate duly
executed.  The Purchase Price may be paid by certified bank check or money order
payable  to the order of the  Company.  The number of Rights  evidenced  by this
Rights  Certificate  (and the number of Preferred  Stock  Fractions which may be
purchased  upon exercise  thereof) set forth above,  and the Purchase  Price per
Preferred  Stock Fraction set forth above,  are the number and Purchase Price as
of the close of  business  on March 2,  1999,  based on the  Preferred  Stock as
constituted at such date.

Capitalized terms used herein without definition shall have the  respective
meanings given to them in the Rights  Agreement.  Upon the
occurrence of a Section  11(a)(ii) Event, if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person, an Adverse Person
or an Affiliate or Associate  of any such  Acquiring  Person or Adverse  Person,
(ii) a transferee of any such Acquiring  Person,  Adverse  Person,  Associate or
Affiliate,  or  (iii)  under  certain  circumstances  specified  in  the  Rights
Agreement,  a  transferee  of a Person  who,  after  such  transfer,  became  an
Acquiring  Person,  an Adverse  Person or an  Affiliate or Associate of any such
Person,  such Rights shall become null and void and no holder  hereof shall have
any right with  respect to such  Rights  from and after the  occurrence  of such
Section 11(a)(ii) Event.

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

This Rights Certificate is subject to all of the
terms,  provisions  and  conditions  of  the  Rights  Agreement,   which  terms,
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  principal  offices of the  Company  and the  above-mentioned  office of the
Rights Agent and are also available  upon written  request to the Company or the
Rights Agent.

Subject to the  provisions of the Rights  Agreement,  this Rights
Certificate,  with or without other Rights  Certificates,  upon surrender at the
office or offices of the Rights Agent designated for such purpose, with the Form
of Election and Certificate set forth on the reverse side duly executed,  may be
exchanged for another Rights  Certificate or Rights  Certificates  of like tenor
and date  evidencing  Rights  entitling the holder to purchase a like  aggregate
number of  Preferred  Stock  Fractions  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,  subject to the  approval of at least a
majority of the  Continuing
Directors,  at a  redemption  price of $.01 per  Right at any time  prior to the
earlier of the close of business on (i) the third  Business  Day  following  the
Stock  Acquisition  Date (as such time  period may be  extended  pursuant to the
Rights  Agreement),  (ii) the tenth  Business Day after a  determination  that a
Person is an  Adverse  Person,  or (iii) the Final  Expiration  Date.  After the
expiration of the redemption  period,  the Company's  right of redemption may be
reinstated,  subject to the  approval of at least a majority  of the  Continuing
Directors, if either (A) an Acquiring Person reduces his beneficial ownership to
10% or less of the  outstanding  Common  Shares  in a  transaction  or series of
transactions not involving the Company and there are no other Acquiring Persons,
or (B) there is approval of the merger of the Company  with, or  acquisition  of
the  Company  by,  a  Person   unrelated  to  the  Acquiring   Person  and  such
reinstatement  is  part  of the  approval  of such  transaction  subject  to the
provisions of the Rights Agreement,  the Company may, at its option, at any time
after a Section 11(a)(ii) Event,  subject to the approval of at least a majority
of the  Continuing  Directors,  exchange all or part of the Rights  evidenced by

this  Certificate for Preferred Stock Fractions or, upon an appropriate  Section
11(a)(ii) Election,  Common Shares. No fractional Preferred Stock will be issued
upon the exercise of any Right or Rights  evidenced hereby (other than fractions
which are integral  multiples of a Preferred Stock),  but in lieu thereof a cash
payment  will be made,  as provided in the Rights  Agreement.  No holder of this
Rights  Certificate,  as such, shall be entitled to vote or receive dividends or
be  deemed  for any  purpose  the  holder  of  Preferred  Stock or of any  other
securities  of the Company  (including  Common  Shares) 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.  WITNESS the  facsimile
signature of the proper officers of the Company and its corporate seal.

Dated:  March 2, 1999.
ATTEST:  .........                                   PENN NATIONAL GAMING, INC.

/s/ Robert S. Ippolito____________________  By:_/s/ Peter M. Carlino___________
                                                         Title:_Chairman and CEO
Countersigned:
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY

By:__________________________
         Authorized Officer








                  [Form of Reverse Side of Rights Certificate]
                               FORM OF ASSIGNMENT
                (To be executed by the registered holder if such
               holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED ___________________________________ hereby sells, assigns
and transfers unto
- ----------------------------------------------------

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

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



Dated: ______________, ____                          __________________________
                                                            Signature








                                   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,
     an Adverse Person or an Affiliate or Associate of any such Acquiring Person
     or  Adverse  Person  (as such  terms are  defined  pursuant  to the  Rights
     Agreement); and
(2)  after  due  inquiry  and to the  best  knowledge  of the  undersigned,  the
     undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights
     Certificate from any Person who is, was or subsequently became an Acquiring
     Person,  an  Adverse  Person  or an  Affiliate  or  Associate  of any  such
     Acquiring Person or Adverse Person.

Dated: ______________, ____                          __________________________
                                                              Signature

                                     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.







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


To: PENN NATIONAL GAMING, INC.:
The undersigned hereby elects to exercise ________________ Rights represented by
this Rights  Certificate  to purchase  the  Preferred  Stock  issuable  upon the
exercise of the Rights (or Common Shares 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: _______________, ____                         __________________________
                                                                  Signature

Signature Guaranteed:










                                   CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes that:



(1) the Rights  evidenced by this Rights  Certificate  [ ] are [ ] are not being
exercised  by or on behalf of a Person  who is or was an  Acquiring  Person,  an
Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
Adverse Person (as such terms are defined pursuant to the Rights Agreement); and
(2)  after  due  inquiry  and to the  best  knowledge  of the  undersigned,  the
undersigned  [ ] did [ ] did not  acquire  the Rights  evidenced  by this Rights
Certificate  from any  Person  who is,  was or became an  Acquiring  Person,  an
Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
Adverse Person.

Dated: ______________, ____                          __________________________
                                                                    Signature







                                                        (9)

                                     NOTICES

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





                                                                       Exhibit C
                           PENN NATIONAL GAMING, INC.
                           SUMMARY OF RIGHTS AGREEMENT

On May 20, 1998,  the Board of  Directors of Penn  National  Gaming,  Inc.  (the
"Company")  declared a dividend  distribution  of one Preferred  Stock  purchase
right (the "Rights") for each  outstanding  share of the Company's Common Stock,
par value $.01 per share (the  "Common  Shares"),  payable  to  shareholders  of
record at the close of  business  on March 19,  1999.  Each Right  entitles  the
registered  holder to purchase from the Company one  one-hundredth of a share (a
"Preferred Stock Fraction") of the Company's Series A Preferred Stock, par value
$.01 per share (the  "Preferred  Stock"),  or a combination  of  securities  and
assets of equivalent  value,  at a purchase price of $40.00 per Preferred  Stock
Fraction (the "Purchase  Price"),  subject to adjustment.  The  description  and
terms of the Rights are set forth in a Rights Agreement (the "Rights  Agreement)
dated as of March 2, 1999 between the Company and Continental Stock Transfer and
Trust Company as Rights Agent.  All terms not otherwise  defined herein are used
as defined in the Rights Agreement.

Initially,  the  Rights  will be  evidenced  by the  Common  Share  certificates
representing Common Shares then outstanding, and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Shares and will be
distributed  to the holders  thereof upon the first to occur of (i) the close of
business on the third Business Day 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 Common Shares (the "Stock Acquisition  Date"), (ii) the close
of business on the tenth  Business Day  following the  commencement  of a tender
offer or  exchange  offer  that would  result in a Person or group  beneficially
owning  20% or more of the  outstanding  Common  Shares,  or (iii)  the close of
business on the tenth Business Day after a determination  by at least a majority
of the  Continuing  Directors  (as defined  below) that any Person is an Adverse
Person,  in that  such  Person,  alone  or  together  with  its  Affiliates  and
Associates,  has become the beneficial  owner of a substantial  amount of Common
Shares  (which  amount  shall in no event be less than 10% of the Common  Shares
then  outstanding) and (a) such beneficial  ownership by such Person is intended
to cause the Company to repurchase the Common Shares  beneficially owned by such
Person or to cause  pressure  on the  Company  to take  action  or enter  into a
transaction  or series of  transactions  intended  to provide  such  Person with
short-term  financial gain under  circumstances where at least a majority of the
Continuing Directors determines that the best long-term interests of the Company
and its shareholders  would not be served by taking such action or entering into
such  transaction or series of  transactions at that time or (b) such beneficial
ownership is causing or  reasonably  likely to cause a material  adverse  impact
(including,  but not limited to,  impairment of relationships  with customers or
impairment of the Company's ability to maintain its competitive position) on the
business or prospects of the Company (the date on which the Rights  separate and
are distributed being the "Distribution Date").

A "Continuing  Director" is any member of the Board of Directors  prior to March
2, 1999, who is (i) not an Acquiring  Person or Adverse Person,  or an Associate
or Affiliate  of either of the  foregoing,  or (ii) any Person who  subsequently
becomes a member of the Board of Directors who is not an Acquiring  Person or an
Adverse  Person,  or an Associate or Affiliate of either of the  foregoing,  and
whose  nomination  or  election  to the Board of  Directors  is  recommended  or
approved by a majority of the Continuing Directors.

Until the  Distribution  Date,  (i) the Rights will be evidenced by Common Share
certificates and will be transferred  only with such Common Share  certificates,
(ii) new Common Share  certificates  issued after March 19, 1999, will contain a
notation incorporating the Rights Agreement by reference and (iii) the surrender
for  transfer  of any  certificates  for  Common  Shares  outstanding  will also
constitute  the  transfer  of the  Rights  associated  with  the  Common  Shares
represented by such certificates.

The Rights are not exercisable  until the  Distribution  Date and will expire at
the close of business on March 18, 2009, unless earlier redeemed or exchanged by
the Company as described below.

As soon as practical 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.  Except as deemed  necessary and  appropriate  by at
least a majority of the  Continuing  Directors,  and except in  connection  with
Common  Shares  issued upon the exercise of employee  stock  options,  issuances
under other  employee  stock  benefit  plans or the  conversion  of  convertible
securities  issued prior to the  Distribution  Date,  only Common  Shares issued
prior to the Distribution Date will be issued with Rights.

In the event that (i) the Company is the surviving  corporation in a merger with
an Acquiring  Person and the Common Shares are not changed or exchanged,  (ii) a
person  or  entity  becomes  the  beneficial  owner of more than 20% of the then
outstanding Common Shares except pursuant to an offer for all outstanding Common
Shares  which at least a majority of the  Continuing  Directors  determine to be
fair to, and  otherwise in the best  interests  of, the  shareholders,  (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set forth
in the Rights Agreement,  (iv) during such time as there is an Acquiring Person,
an event occurs which results in such Acquiring  Person's  ownership  interest's
being  increased  by more than 1%, or (v) at least a majority of the  Continuing
Directors  determines that a Person is an Adverse Person, then in any such event
each holder of a Right will thereafter have the right to receive, upon exercise,
that number of Preferred  Stock  Fractions  (or in certain  circumstances,  that
number of Common  Shares,  cash,  property or other  securities  of the Company)
having a value  equal to  twice  the  exercise  price of the  Right.  In lieu of
requiring  payment of the Purchase  Price upon exercise of the Rights  following
any such event, the Company,  by action of at least a majority of the Continuing
Directors, may permit the holders simply to surrender the Rights, in which event
they will be entitled to receive Preferred Stock Fractions (and/or Common Shares
or other  property,  as the case may be) with a value of 50% of what  could have
been purchased by payment of the Purchase Price.  The Rights,  however,  are not

exercisable  following the occurrence of any of the events set forth above until
such time as the Rights  are no longer  redeemable  by the  Company as set forth
below. Notwithstanding any of the foregoing,  following the occurrence of any of
the events set forth above, all Rights that are, or (under certain circumstances
specified in the Rights  Agreement)  were,  beneficially  owned by any Acquiring
Person or  Adverse  Person  will be null and void.  The events set forth in this
paragraph are referred to as "Section 11(a)(ii) Events."

For example,  at an exercise price of $40.00 per Right,  each Right not owned by
an  Acquiring  Person or an  Adverse  Person  (or by  certain  related  parties)
following a Section  11(a)(ii) Event would entitle its holder to purchase $80.00
worth of Preferred Stock Fractions (or Common Shares or other  consideration  as
noted above) for $40.00.  Assuming that Preferred Stock had a per share value of
$1,000 at such  time,  and that  Preferred  Stock  Fractions  had a value of one
one-hundredth of $1,000 or $10.00 per Preferred Stock Fraction at such time, the
holder of each valid Right  would be  entitled  to  purchase 8  Preferred  Stock
Fractions   of  $10.00  (or  $80.00  worth  of   Preferred   Stock   Fractions).
Alternatively,  the Company  could permit the holder to surrender  each Right in
exchange for stock or cash  equivalent to one Preferred  Stock Fractions (with a
value of  $40.00)  without  the  payment  of any  consideration  other  than the
surrender of the Right.

In the event that, at any time  following the Stock  Acquisition  Date,  (i) the
Company is acquired in a merger or other  business  combination  transaction  in
which the  Company is not the  surviving  corporation  or the Common  Shares are
changed or exchanged  (other than a merger which follows an offer  determined by
at least a majority of the Continuing  Directors to be fair to, and otherwise in
the best  interests of, the  shareholders)  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,  that number of shares of common stock
of the acquiring company which equals the exercise price of the Right divided by
one-half of the current market price of such company's  common stock at the date
of the occurrence of the event. Again,  provision is made to permit surrender of
the Rights in exchange  for  one-half of the value  otherwise  purchasable.  The
events  set  forth in this  paragraph  are  referred  to as  "Section  11(a)(ii)
Events,"  and the  Section  11(a)(ii)  Events  and the  Section  13  Events  are
collectively referred to as the "Triggering Events."

For example,  at an exercise price of $40.00 per Right,  each Right  following a
Section  11(a)(ii) Event set forth in the preceding  paragraph would entitle its
holder to  purchase  for  $40.00  such  number of shares of common  stock of the
acquiring  company which equals $40.00 divided by one-half of the current market
price of such  company's  common  stock.  Assuming  that such common stock had a
current  market price of $10.00 per share at such time, the holder of each valid
Right  would be  entitled  to  purchase  eight  shares  of  common  stock of the
acquiring company for $40.00 (or $80.00 worth of common stock).

At any time after the occurrence of a Section  11(a)(ii)  Event, at the election
of a majority of the Continuing  Directors,  the Company may exchange the Rights
(other than Rights owned by an Acquiring  Person or an Adverse Person which have

become void),  in whole or in part, at an exchange ratio of one Preferred  Stock
Fraction (or, upon further election of such a majority, Common Shares) per Right
(subject to adjustment).

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

With certain  exceptions,  no adjustments in the initial  Purchase Price will be
required  until  cumulative  adjustments  amount to at least 1% of the  Purchase
Price.  The Company will not be required to issue  fractional  Preferred  Stock,
other than fractions which are integral multiples of Preferred Stock (or, in the
event of an appropriate election, Common Shares) and, in lieu of such fractional
Preferred Stock (or Common Shares,  if appropriate),  an adjustment in cash will
be made based on the market price of the Preferred  Stock (or Common Shares,  as
the case may be) on the last trading date prior to the date of exercise.

In general, at any time until ten (10) days following the Stock Acquisition Date
or the date on which a person has been determined to be an Adverse  Person,  the
Company may redeem the Rights in whole,  but not in part, at a price of $.01 per
Right (payable in cash or stock).  After the  redemption  period has expired and
prior to the occurrence of a Triggering Event, the Company's right of redemption
may be  reinstated  upon the  approval of at least a majority of the  Continuing
Directors if either (i) an Acquiring Person reduces his beneficial  ownership to
10% or less of the outstanding shares in a transaction or series of transactions
not  involving  the Company and there are no other  Acquiring  Persons,  or (ii)
there is approval  of the merger of the  Company  with,  or  acquisition  of the
Company by, a person unrelated to any Acquiring Person and such reinstatement is
part of the approval of such  transaction.  Immediately  upon  redemption of the
Rights,  the Rights  will  terminate  and the only  right of the  holders of the
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  receive  dividends.  The  creation  of the  Rights  should not be taxable to
shareholders.  Shareholders  may,  however,  depending  upon the  circumstances,
recognize  taxable  income in the event that the Rights become  exercisable  for
Preferred Stock (or other  consideration)  of the Company or for common stock of
an acquiring company as set forth above.

Other than those  provisions  relating to the  principal  economic  terms of the
Rights, any of the provisions of the Rights Agreement may be amended by at least
a majority of the Continuing Directors prior to the Distribution Date. After the
Distribution  Date, the provisions of the Rights  Agreement may be amended by at
least a majority of the  Continuing  Directors  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 Adverse  Person),  or to
shorten or lengthen certain time periods 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.

The Rights have certain anti-takeover effects. The Rights will cause substantial
dilution  to a Person or group that  attempts  to acquire  the  Company  without
conditioning  the offer on a  substantial  number of Rights  being  redeemed  or
acquired.  The Rights  should not  interfere  with any merger or other  business
combination  approved by at least a majority of the Continuing  Directors of the
Company because (i) the Continuing  Directors may, at their option,  at any time
prior to the close of business on the tenth  Business  Day  following  the Stock
Acquisition  Date or the date a  Person  has been  determined  to be an  Adverse
Person, redeem all, but not less than all, of the then outstanding Rights at the
redemption  price.  In addition,  the Board has limited ability to reinstate the
redemption  of the  Rights  as set  forth  above.  Once a  Triggering  Event has
occurred, however, the redemption right cannot be reinstated.

A copy of the Rights  Agreement has been filed with the  Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A dated March 12,
1999.  A copy of the  Rights  Agreement  is  available  free of charge  from the
Company.  This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement,  which is
incorporated herein by reference.



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1 The portion of the legend in brackets  shall be inserted  only if  applicable,
shall be  modified  to apply to an  Acquiring  Person or an Adverse  Person,  as
applicable, and shall replace the preceding sentence.