Form of Rights Agreement

Exhibit 4.1

EXECUTION COPY

TRITON ENERGY LIMITED

and

CHEMICAL BANK,
as Rights Agent

Form of
Rights Agreement

Dated as of March 25, 1996

TABLE OF CONTENTS

Page

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

Section 2. Appointment of Rights Agent . . . . . . . . . . . . . . . . . 7

Section 3. Issue of Right Certificates . . . . . . . . . . . . . . . . . 7

Section 4. Form of Right Certificates . . . . . . . . . . . . . . . . . 10

Section 5. Countersignature and Registration . . . . . . . . . . . . . . 10

Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 7. Exercise of Rights, Purchase Price; Expiration Date of
Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 8. Cancellation and Destruction of Right Certificates . . . . . 14

Section 9. Availability of Shares of Preference Shares . . . . . . . . . 15

Section 10. Preference Share Record Date . . . . . . . . . . . . . . . . 17

Section 11. Adjustment of Purchase Price, Number of Shares and
Number of Rights . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 12. Certificate of Adjusted Purchase Price or Number of
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earnings Power . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 14. Fractional Rights and Fractional Shares . . . . . . . . . . 39

Section 15. Rights of Action . . . . . . . . . . . . . . . . . . . . . . 41

Section 16. Agreement of Right Holders . . . . . . . . . . . . . . . . . 41

Section 17. Right Certificate Holder Not Deemed a Shareholder . . . . . 42

Section 18. Concerning the Rights Agent . . . . . . . . . . . . . . . . 42

Section 19. Merger or Consolidation or Change of Name of Rights
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Section 20. Duties of Rights Agent . . . . . . . . . . . . . . . . . . . 44

Section 21. Change of Rights Agent . . . . . . . . . . . . . . . . . . . 48

Section 22. Issuance of New Right Certificates . . . . . . . . . . . . . 49

Section 23. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . 50

Section 24. Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Section 25. Notice of Certain Events . . . . . . . . . . . . . . . . . . 53

Section 26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Section 27. Supplements and Amendments . . . . . . . . . . . . . . . . . 55

Section 28. Successors . . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 29. Benefits of this Agreement . . . . . . . . . . . . . . . . . 56

Section 30. Severability . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 31. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 56

Section 32. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 33. Descriptive Headings . . . . . . . . . . . . . . . . . . . . 57

RIGHTS AGREEMENT

Agreement, dated as of March ___, 1996, between Triton Energy

Limited, a company organized under the laws of the Cayman Islands (the

"Company"), and Chemical Bank, a national banking association (the "Rights

Agent").

The Board of Directors of the Company has authorized and declared a

dividend of one preferred share purchase right (a "Right") for each Ordinary

Share (as such term is hereinafter defined) of the Company outstanding as of

the close of business (as defined below) on March __, 1996 (the "Record

Date"), each Right representing the right to purchase one one-thousandth

(subject to adjustment) of a Preference 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 (subject to adjustment as

provided herein) with respect to each Ordinary Share that shall become

outstanding between the Record Date and the earliest of the Distribution

Date, the Redemption Date and the Final Expiration Date (as such terms are

hereinafter defined); provided, however, that Rights may be issued with

respect to Ordinary Shares that shall become outstanding after the

Distribution Date and prior to the Redemption Date and the Final Expiration

Date in accordance with Section 22.

Accordingly, in consideration of the premises and the mutual

agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement,

the following terms have the meaning indicated:

(a) "Acquiring Person" shall mean any Person (as such term is

hereinafter defined) who or which shall be the Beneficial Owner (as such

term is hereinafter defined) of a number of Ordinary Shares (as such

term is hereinafter defined) equal to 15% or more of the number of

Ordinary Shares (as such term is hereinafter defined) then outstanding,

but shall not include an Exempt Person (as such term is hereinafter

defined); provided, however, that if the Board of Directors of the

Company determines in good faith that a Person who would otherwise be an

"Acquiring Person" has become such inadvertently (including, without

limitation, because (i) such Person was unaware that it beneficially

owned a number of Ordinary Shares that would otherwise cause such Person

to be a "Acquiring Person" or (ii) such Person was aware of the extent

of its Beneficial Ownership of Ordinary Shares but had no actual

knowledge of the consequences of such Beneficial Ownership under this

Rights Agreement) and without any intention of changing or influencing

control of the Company, and such Person, as promptly as practicable

after being advised of such determination, divests himself or itself of

Beneficial Ownership of a sufficient number of Ordinary Shares so that

such Person would no longer be an Acquiring Person, then such Person

shall not be deemed to be or to have become an "Acquiring Person" for

any purposes of this Agreement. Notwithstanding the foregoing, (i) if a

Person would be deemed an Acquiring Person upon the adoption of this

Agreement, such Person will not be deemed an Acquiring Person for any

purposes of this Agreement unless and until such Person acquires

Beneficial Ownership of any additional Ordinary Shares after the

adoption of this Agreement unless upon the consummation of the

acquisition of such additional Ordinary Shares such Person does not

beneficially own a number of Ordinary Shares equal to 15% or more of the

number of Ordinary Shares then outstanding and (ii) no Person shall

become an "Acquiring Person" as the result of an acquisition of Ordinary

Shares by the Company which, by reducing the number of shares

outstanding, increases the proportionate number of Ordinary Shares

beneficially owned by such Person to 15% or more of the number of

Ordinary Shares then outstanding, provided, however, that if a Person

shall become the Beneficial Owner of a number of Ordinary Shares equal

to 15% or more of the number of Ordinary Shares then outstanding by

reason of such share acquisitions by the Company and thereafter become

the Beneficial Owner of any additional Ordinary Shares, then such Person

shall be deemed to be an "Acquiring Person" unless upon the consummation

of the acquisition of such additional Ordinary Shares such Person does

not beneficially own a number of Ordinary Shares equal to 15% or more of

the number of Ordinary Shares then outstanding. The phrase "then

outstanding", when used with reference to a Person's Beneficial

Ownership of securities of the Company, shall mean the number of such

securities then issued and outstanding together with the number of such

securities not then actually issued and outstanding which such Person

would be deemed to beneficially own hereunder.

(b) "Affiliate" and "Associate" shall have the respective meanings

ascribed to such terms in Rule 12b-2 of the General Rules and

Regulations under the U.S. Securities Exchange Act of 1934, as amended

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

deemed to have "Beneficial Ownership" of and shall be deemed to

"beneficially own" any securities:

(i) which such Person or any of such Person's Affiliates or

Associates is deemed to beneficially own, directly or indirectly

within the meaning of Rule 13d-3 of the General Rules and

Regulations under the Exchange Act as in effect on the date of this

Agreement;

(ii) which such Person or any of such Person's Affiliates or

Associates has (A) the right to acquire (whether such right is

exercisable immediately or only after the passage of time) pursuant

to any agreement, arrangement or understanding (other than

customary agreements with and between underwriters and selling

group members with respect to a bona fide public offering of

securities), or upon the exercise of conversion rights, exchange

rights, rights, warrants or options, or otherwise; provided,

however, that a Person shall not be deemed the Beneficial Owner of,

or to beneficially own, (x) securities tendered pursuant to a

tender or exchange offer made by or on behalf of such Person or any

of such Person's Affiliates or Associates until such tendered

securities are accepted for purchase, (y) securities which such

Person has a right to acquire on the exercise of Rights at any time

prior to the time a Person becomes an Acquiring Person or (z)

securities issuable upon exercise of Rights from and after the time

a Person becomes an Acquiring Person if such Rights were acquired

by such Person or any of such Person's Affiliates or Associates

prior to the Distribution Date or pursuant to Section 3(a) or

Section 22 hereof ("original Rights") or pursuant to Section 11(i)

or Section 11(n) with respect to an adjustment to original Rights;

or (B) the right to vote pursuant to any agreement, arrangement or

understanding; provided, however, that a Person shall not be deemed

the Beneficial Owner of, or to beneficially own, any security by

reason of such agreement, arrangement or understanding if the

agreement, arrangement or understanding to vote such security (1)

arises solely from a revocable proxy or consent given to such

Person in response to a public proxy or consent solicitation made

pursuant to, and in accordance with, the applicable rules and

regulations promulgated under the Exchange Act and (2) is not also

then reportable on Schedule 13D under the Exchange Act (or any

comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by

any other Person with which such Person or any of such Person's

Affiliates or Associates has any agreement, arrangement or

understanding (other than customary agreements with and between

underwriters and selling group members with respect to a bona fide

public offering of securities) for the purpose of acquiring,

holding, voting (except to the extent contemplated by the proviso

to Section 1(c)(ii)(B)) or disposing of any securities of the

Company.

(d) "Business Day" shall mean any day other than a Saturday, a

Sunday, or a day on which banking institutions in the State of New York,

U.S.A. or the State in the U.S.A. in which the principal office of the

Rights Agent is located, are authorized or obligated by law or executive

order to close.

(e) "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.

(f) "Distribution Date" shall have the meaning set forth in

Section 3 hereof.

(g) "Exempt Person" shall mean the Company, any Subsidiary (as

such term is hereinafter defined) of the Company, any employee benefit

plan of the Company or of any Subsidiary of the Company, or any entity

or trustee holding Ordinary Shares for or pursuant to the terms of any

such plan or for the purpose of funding any such plan or funding other

employee benefits for employees of the Company or of any Subsidiary of

the Company.

(h) "Final Expiration Date" shall have the meaning set forth in

Section 7 hereof.

(i) "New York Stock Exchange" shall mean the stock market operated

by the New York Stock Exchange, Inc.

(j) "Ordinary Shares" when used with reference to the Company,

shall mean the Ordinary Shares, par value $.01 per share, of the

Company. "Ordinary Shares" when used with reference to any Person other

than the Company shall mean the share capital (or, in the case of an

unincorporated entity, the equivalent equity interest) with the greatest

voting power of such other Person or, if such other Person is a

subsidiary of another Person, the Person or Persons which ultimately

control such first-mentioned Person.

(k) "Person" shall mean any individual, firm, corporation or other

entity, and shall include any successor (by merger or otherwise) of such

entity.

(l) "Preference Shares" shall mean the Series A Junior

Participating Preference Shares, par value $.01 per share, of the

Company having the rights and preferences set forth in the resolutions

establishing such class of Preference Shares attached hereto as Exhibit

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

7 hereof.

(n) "Securities Act" shall mean the U.S. Securities Act of 1933,

as amended.

(o) "Share Acquisition Date" shall mean the first date of public

announcement (which for purposes of this definition, shall include,

without limitation, a report filed pursuant to Section 13(d) of the

Exchange Act) by the Company or an Acquiring Person that an Acquiring

Person has become such or such earlier date as a majority of the Board

of Directors shall become aware of the existence of an Acquiring Person.

(p) "Subsidiary" of any Person shall mean any corporation or other

entity of which securities or other ownership interests having ordinary

voting power sufficient to elect a majority of the board of directors or

other persons performing similar functions are beneficially owned,

directly or indirectly, by such Person, and any corporation or other

entity that is otherwise controlled by such Person.

Section 2. Appointment of Rights Agent. The Company hereby

appoints the Rights Agent to act as agent for the Company and the holders of

the Rights (who, in accordance with Section 3 hereof, shall prior to the

Distribution Date also be the holders of the Ordinary Shares) in accordance

with the terms and conditions hereof, and the Rights Agent hereby accepts

such appointment. The Company may from time to time appoint such co-Rights

Agents as it may deem necessary or desirable.

Section 3. Issue of Right Certificates. (a) Until the earlier of

(i) the tenth day after the Share Acquisition Date or (ii) the tenth business

day (or such later date as may be determined by action of the Board of

Directors prior to such time as any Person becomes an Acquiring Person) after

the date of the commencement by any Person (other than an Exempt Person) of,

or of the first public announcement of the intention of such Person (other

than an Exempt Person) to commence, a tender or exchange offer the

consummation of which would result in any Person becoming the Beneficial

Owner of a number of Ordinary Shares equal to 15% or more of the number of

Ordinary Shares then outstanding (including any such date which is after the

date of this Agreement and prior to the issuance of the Rights; the earlier

of such dates being herein referred to as the "Distribution Date"), (x) the

Rights will be evidenced (subject to the provisions of Section 3(b) hereof)

by the certificates for Ordinary Shares registered in the names of the

holders thereof and not by separate Right Certificates, and (y) the Rights

will be transferable only in connection with the transfer of the Ordinary

Shares. As soon as practicable after the Distribution Date, the Company will

prepare and execute, the Rights Agent will countersign, and the Company will

send or cause to be sent (and the Rights Agent will, if requested, send) by

first-class, insured, postage-prepaid mail, to each record holder of Ordinary

Shares as of the close of business on the Distribution Date (other than any

Acquiring Person or any Associate or Affiliate of an Acquiring Person), at

the address of such holder shown on the records of the Company, a Right

Certificate, in substantially the form of Exhibit B hereto (a "Right

Certificate"), evidencing one Right (subject to adjustment as provided

herein) for each Ordinary Share so held. As of the Distribution Date, the

Rights will be evidenced solely by such Right Certificates.

(b) On the Record Date, or as soon as practicable thereafter, the

Company will send a copy of a Summary of Rights to Purchase Shares of

Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary

of Rights"), by first-class, postage-prepaid mail, to each record holder of

Ordinary Shares as of the close of business on the Record Date (other than

any Acquiring Person or any Associate or Affiliate of any Acquiring Person),

at the address of such holder shown on the records of the Company. With

respect to certificates for Ordinary Shares outstanding as of the Record

Date, until the Distribution Date, the Rights will be evidenced by such

certificates registered in the names of the holders thereof together with the

Summary of Rights. Until the Distribution Date (or the earlier of the

Redemption Date or the Final Expiration Date), the surrender for transfer of

any certificate for Ordinary Shares outstanding on the Record Date, with or

without a copy of the Summary of Rights, shall also constitute the transfer

of the Rights associated with the Ordinary Shares represented thereby.

limitation, upon conversion, disposition of Ordinary Shares out of treasury

stock or issuance or reissuance of Ordinary Shares out of authorized but

unissued shares) after the Record Date but prior to the earliest of the

Distribution Date, the Redemption Date or the Final Expiration Date shall

have impressed on, printed on, written on or otherwise affixed to them the

following legend:

This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights
Agreement between Triton Energy Limited and Chemical
Bank, dated as of March ___, 1996 as the same may be
amended from time to time (the "Rights Agreement"), the
terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
executive offices of Triton Energy Limited. 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. Triton Energy Limited will mail to the
holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in
the Rights Agreement, Rights owned by or transferred to
any Person who becomes an Acquiring Person (as defined in
the Rights Agreement) and certain transferees thereof
will become null and void and will no longer be
transferable.

With respect to such certificates containing the foregoing legend, until the

Distribution Date, the Rights associated with the Ordinary Shares represented

by such certificates shall be evidenced by such certificates alone, and the

surrender for transfer of any such certificate, except as otherwise provided

herein, shall also constitute the transfer of the Rights associated with the

Ordinary Shares represented thereby. In the event that the Company purchases

or otherwise acquires any Ordinary Shares after the Record Date but prior to

the Distribution Date, any Rights associated with such Ordinary Shares shall

be deemed cancelled and retired so that the Company shall not be entitled to

exercise any Rights associated with the Ordinary Shares which are no longer

outstanding. After the Distribution Date, Ordinary Shares issued upon the

conversion of another class of Ordinary Shares shall not have Right

Certificates attached thereto.

Notwithstanding this paragraph (c), the omission of a legend shall

not affect the enforceability of any part of this Agreement or the rights of

any holder of the Rights.

Section 4. Form of Right Certificates. The Right Certificates

(and the forms of election to purchase shares and of assignment to be printed

on the reverse thereof) shall be substantially in the form set forth in

Exhibit A hereto and may have such marks of identification or designation and

such legends, summaries or endorsements printed thereon as the Company may

deem appropriate and as are not inconsistent with the provisions of this

Agreement, or as may be required to comply with any applicable law or with

any rule or regulation made pursuant thereto or with any rule or regulation

of the New York Stock Exchange or of any other stock exchange or automated

quotation system on which the Rights may from time to time be listed, or to

conform to usage. Subject to the provisions of Sections 11, 13 and 22

hereof, the Right Certificates shall entitle the holders thereof to purchase

such number of one one-thousandths of a share of Preferred Stock as shall be

set forth therein at the price per one one-thousandth of a share of Preferred

Stock set forth therein (the "Purchase Price"), but the number of such one

one-thousandths of a share of Preferred Stock and the Purchase Price shall be

subject to adjustment as provided herein.

Section 5. Countersignature and Registration. (a) The Right

Certificates shall be executed on behalf of the

Company by the President, any of the Vice Presidents, the Treasurer or the

Controller of the Company, either manually or by facsimile signature, shall

have affixed thereto the Company's seal or a facsimile thereof, and shall be

attested by the Secretary or an Assistant Secretary of the Company, either

manually or by facsimile signature. The Right Certificates shall be manually

countersigned by the Rights Agent and shall not be valid for any purpose

unless countersigned. In case any officer of the Company who shall have

signed any of the Right Certificates shall cease to be such officer of the

Company before countersignature by the Rights Agent and issuance and delivery

by the Company, such Right Certificates, nevertheless, may be countersigned

by the Rights Agent and issued and delivered by the Company with the same

force and effect as though the Person who signed such Right Certificates had

not ceased to be such officer of the Company; and any Right Certificate may

be signed on behalf of the Company by any Person who, at the actual date of

the execution of such Right Certificate, shall be a proper officer of the

Company to sign such Right Certificate, although at the date of the execution

of this Agreement any such Person was not such an officer.

(b) Following the Distribution Date, the Rights Agent will keep or

cause to be kept, at an office or agency designated for such purpose, books

for registration and transfer of the Right Certificates issued hereunder.

Such books shall show the names and addresses of the respective holders of

the Right Certificates, the number of Rights evidenced on its face by each of

the Right Certificates and the date of each of the Right Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Right

Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)

Subject to the provisions of Sections 7(e), 11(a)(ii) and 14 hereof, at any

time after the close of business on the Distribution Date, and prior to the

close of business on the earlier of the Redemption Date or the Final Expi-

ration Date, any Right Certificate or Right Certificates may be transferred,

split up, combined or exchanged for another Right Certificate or Right

Certificates, entitling the registered holder to purchase a like number of

one one-thousandths of a Preference Share as the Right Certificate or Right

Certificates surrendered then entitled such holder to purchase. Any

registered holder desiring to transfer, split up, combine or exchange any

Right Certificate or Right Certificates shall make such request in writing

delivered to the Rights Agent, and shall surrender the Right Certificate or

Right Certificates to be transferred, split up, combined or exchanged at the

office or agency of the Rights Agent designated for such purpose. Thereupon

the Rights Agent shall countersign and deliver to the Person entitled thereto

a Right Certificate or Right Certificates, as the case may be, as so

requested. The Company may require payment of a sum sufficient to cover any

tax or governmental charge that may be imposed in connection with any

transfer, split up, combination or exchange of Right Certificates.

(b) Subject to the provisions of Section 11(a)(ii) hereof, at any

time after the Distribution Date and prior to the close of business on the

earlier of the Redemption Date or the Final Expiration Date, upon receipt by

the Company and the Rights Agent of evidence reasonably satisfactory to them

of the loss, theft, destruction or mutilation of a Right Certificate, and, in

case of loss, theft or destruction, of indemnity or security reasonably

satisfactory to them, and, at the Company's request, reimbursement to the

Company and the Rights Agent of all reasonable expenses incidental thereto,

and upon surrender to the Rights Agent and cancellation of the Right

Certificate if mutilated, the Company will make and deliver a new Right

Certificate of like tenor to the Rights Agent for delivery to the registered

holder in lieu of the Right Certificate so lost, stolen, destroyed or

mutilated.

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

Rights. (a) Except as otherwise provided herein, the Rights shall become

exercisable on the Distribution Date, and thereafter the registered holder of

any Right Certificate may, subject to Section 11(a)(ii) hereof and except as

otherwise provided herein, exercise the Rights evidenced thereby in whole or

in part upon surrender of the Right Certificate, with the form of election to

purchase on the reverse side thereof duly executed, to the Rights Agent at

the office or agency of the Rights Agent designated for such purpose,

together with payment of the Purchase Price for each one one-thousandth of a

Preference Share as to which the Rights are exercised, at any time which is

both after the Distribution Date and prior to the earliest of (i) the close

of business on May 22, 2005 (the "Final Expiration Date"), (ii) the time at

which the Rights are redeemed as provided in Section 23 hereof (the

"Redemption Date") or (iii) the time at which such Rights are exchanged as

provided in Section 24 hereof.

(b) The Purchase Price shall be initially $120 for each one

one-thousandth of a Preference Share purchasable upon the exercise of a

Right. The Purchase Price and the number of one one-thousandths of a

Preference Share or other securities or property to be acquired upon exercise

of a Right shall be subject to adjustment from time to time as provided in

Sections 11 and 13 hereof and shall be payable in lawful money of the United

States of America in accordance with paragraph (c) of this Section 7.

Certificate representing exercisable Rights, with the form of election to

purchase duly executed, accompanied by payment of the aggregate Purchase

Price for the shares of Preferred Stock to be purchased and an amount equal

to any applicable transfer tax required to be paid by the holder of such

Right Certificate in accordance with Section 9 hereof, in cash or by

certified check, cashier's check or money order payable to the order of the

Company, the Rights Agent shall thereupon promptly (i) (A) requisition from

any transfer agent of the Preference Shares certificates for the number of

Preference Shares to be purchased and the Company hereby irrevocably

authorizes its transfer agent to comply with all such requests, or (B)

requisition from the depositary agent depositary receipts representing

interests in such number of one one-thousandths of a Preference Share as are

to be purchased (in which case certificates for the Preference Shares repre-

sented by such receipts shall be deposited by the transfer agent with the

depositary agent) and the Company hereby directs the depositary agent to

comply with such request, (ii) when appropriate, requisition from the Company

the amount of cash to be paid in lieu of issuance of fractional shares in

accordance with Section 14 hereof, (iii) promptly after receipt of such

certificates or depositary receipts, cause the same to be delivered to or

upon the order of the registered holder of such Right Certificate, registered

in such name or names as may be designated by such holder and (iv) when

appropriate, after receipt, promptly deliver such cash to or upon the order

of the registered holder of such Right Certificate.

(d) Except as otherwise provided herein, in case the registered

holder of any Right Certificate shall exercise less than all the Rights

evidenced thereby, a new Right Certificate evidencing Rights equivalent to

the exercisable Rights remaining unexercised shall be issued by the Rights

Agent to the registered holder of such Right Certificate or to his duly

authorized assigns, subject to the provisions of Section 14 hereof.

(e) Notwithstanding anything in this Agreement to the contrary,

neither the Rights Agent nor the Company shall be obligated to undertake any

action with respect to a registered holder of Rights upon the occurrence of

any purported transfer or exercise of Rights pursuant to Section 6 hereof or

this Section 7 unless such registered holder shall have (i) completed and

signed the certificate contained in the form of assignment or election to

purchase set forth on the reverse side of the Rights Certificate surrendered

for such transfer or exercise and (ii) provided such additional evidence of

the identity of the Beneficial Owner (or former Beneficial Owner) thereof as

the Company shall reasonably request.

Section 8. Cancellation and Destruction of Right Certificates.

All Right Certificates surrendered for the purpose of exercise, transfer,

split up, combination or exchange shall, if surrendered to the Company or to

any of its agents, be delivered to the Rights Agent for cancellation or in

cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by

it, and no Right Certificates shall be issued in lieu thereof except as

expressly permitted by any of the provisions of this Agreement. The Company

shall deliver to the Rights Agent for cancellation and retirement, and the

Rights Agent shall so cancel and retire, any other Right Certificate

purchased or acquired by the Company otherwise than upon the exercise

thereof. The Rights Agent shall deliver all cancelled Right Certificates to

the Company, or shall, at the written request of the Company, destroy such

cancelled Right Certificates, and in such case shall deliver a certificate of

destruction thereof to the Company.

Section 9. Availability of Shares of Preference Shares.

(a) The Company covenants and agrees that it will cause to be

reserved and kept available out of its authorized and unissued Preference

Shares or any Preference Shares held in its treasury, the number of

Preference Shares that will be sufficient to permit the exercise in full of

all outstanding Rights.

(b) So long as the Preference Shares (and, following the time that

a Person becomes an Acquiring Person, Ordinary Shares and other securities)

issuable upon the exercise of Rights may be listed or admitted to trading on

the New York Stock Exchange or listed on any other national securities

exchange or quotation system, the Company shall use its best efforts to

cause, from and after such time as the Rights become exercisable, all shares

reserved for such issuance to be listed or admitted to trading on the New

York Stock Exchange or listed on any other exchange or quotation system upon

official notice of issuance upon such exercise.

Company shall use its best efforts, if then necessary to permit the issuance

of Preference Shares (and following the time that a Person first becomes an

Acquiring Person, Ordinary Shares and other securities) upon the exercise of

Rights, to register and qualify such Preference Shares (and following the

time that a Person first becomes an Acquiring Person, Ordinary Shares and

other securities) under the Securities Act and any applicable state

securities or "Blue Sky" laws (to the extent exemptions therefrom are not

available), cause such registration statement and qualifications to become

effective as soon as possible after such filing and keep such registration

and qualifications effective until the earlier of the date as of which the

Rights are no longer exercisable for such securities and the Final Expiration

Date. The Company may temporarily suspend, for a period of time not to

exceed 90 days, the exercisability of the Rights in order to prepare and file

a registration statement under the Securities Act and permit it to become

effective. Upon any such suspension, the Company shall issue a public

announcement stating that the exercisability of the Rights has been

temporarily suspended, as well as a public announcement at such time as the

suspension is no longer in effect. Notwithstanding any provision of this

Agreement to the contrary, the Rights shall not be exercisable in any

jurisdiction unless the requisite qualification in such jurisdiction shall

have been obtained and until a registration statement under the Securities

Act (if required) shall have been declared effective.

(d) The Company covenants and agrees that it will take all such

action as may be necessary to ensure that all Preference Shares (and,

following the time that a Person becomes an Acquiring Person, Ordinary Shares

and other securities) delivered upon exercise of Rights shall, at the time of

delivery of the certificates therefor (subject to payment of the Purchase

Price), be duly and validly authorized and issued and fully paid and non-

assessable shares.

(e) The Company further covenants and agrees that it will pay when

due and payable any and all federal and state transfer taxes and charges

which may be payable in respect of the issuance or delivery of the Right

Certificates or of any Preference Shares (or Ordinary Shares or other

securities) upon the exercise of Rights. The Company shall not, however, be

required to pay any transfer tax which may be payable in respect of any

transfer or delivery of Right Certificates to a Person other than, or the is-

suance or delivery of certificates or depositary receipts for the Preference

Shares (or Ordinary Shares or other securities) in a name other than that of,

the registered holder of the Right Certificate evidencing Rights surrendered

for exercise or to issue or deliver any certificates or depositary receipts

for Preference Shares (or Ordinary Shares or other securities) upon the

exercise of any Rights until any such tax shall have been paid (any such tax

being payable by that holder of such Right Certificate at the time of

surrender) or until it has been established to the Company's reasonable

satisfaction that no such tax is due.

Section 10. Preference Share Record Date. Each Person in whose

name any certificate for Preference Shares is issued upon the exercise of

Rights shall for all purposes be deemed to have become the holder of record

of the Preference Shares represented thereby on, and such certificate shall

be dated, the date upon which the Right Certificate evidencing such Rights

was duly surrendered and payment of the Purchase Price (and any applicable

transfer taxes) was made; provided, however, that if the date of such

surrender and payment is a date upon which the Preference Share transfer

books of the Company are closed, such Person shall be deemed to have become

the record holder of such shares on, and such certificate shall be dated, the

next succeeding Business Day on which the Preference Share transfer books of

the Company are open. Prior to the exercise of the Rights evidenced thereby,

the holder of a Right Certificate shall not be entitled to any rights of a

holder of Preference Shares for which the Rights shall be exercisable,

including, without limitation, the right to vote or to receive dividends or

other distributions, and shall not be entitled to receive any notice of any

proceedings of the Company, except as provided herein.

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

Number of Rights. The Purchase Price, the number of Preference Shares or

other securities or property purchasable upon exercise of each Right and the

number of Rights outstanding are subject to adjustment from time to time as

provided in this Section 11.

(a) (i) In the event the Company shall at any time after the date

of this Agreement (A) declare a dividend on the Preference Shares

payable in Preference Shares, (B) subdivide the outstanding

Preference Shares, (C) combine the outstanding Preference Shares

into a smaller number of Preference Shares or (D) issue any of its

share capital in a reclassification of the Preference Shares

(including any such reclassification in connection with a

consolidation or merger in which the Company is the continuing or

surviving corporation), except as otherwise provided in this

Section 11(a), the Purchase Price in effect at the time of the

record date for such dividend or of the effective date of such

subdivision, combination or reclassification, and the number and

kind of share capital issuable on such date, shall be

proportionately adjusted so that the holder of any Right exercised

after such time shall be entitled to receive the aggregate number

and kind of share capital which, if such Right had been exercised

immediately prior to such date and at a time when the Preference

Share transfer books of the Company were open, the holder would

have owned upon such exercise and been entitled to receive by

virtue of such dividend, subdivision, combination or

reclassification; provided, however, that in no event shall the

consideration to be paid upon the exercise of one Right be less

than the aggregate par value of the share capital of the Company

issuable upon exercise of one Right.

(ii) Subject to Section 24 of this Agreement and except as

otherwise provided in this Section 11(a)(ii), in the event any

Person becomes an Acquiring Person, each holder of a Right shall

thereafter have the right to receive, upon exercise thereof at a

price equal to the then current Purchase Price multiplied by the

number of one one-thousandths of a Preference Share for which a

Right is then exercisable, in accordance with the terms of this

Agreement and in lieu of Preference Shares, such number of Ordinary

Shares (or at the option of the Company, such number of one one-

thousandths of Preference Shares) as shall equal the result

obtained by (x) multiplying the then current Purchase Price by the

number of one one-thousandths of a Preference Share for which a

Right is then exercisable and dividing that product by (y) 50% of

the then current per share market price of the Company's Ordinary

Shares (determined pursuant to Section 11(d) hereof) on the date of

the occurrence of such event; provided, however, that the Purchase

Price and the number of Ordinary Shares so receivable upon exercise

of a Right shall thereafter be subject to further adjustment as

appropriate in accordance with Section 11(f) hereof.

Notwithstanding anything in this Agreement to the contrary,

however, from and after the time (the "invalidation time") when any

Person first becomes an Acquiring Person, any Rights that are

beneficially owned by (x) any Acquiring Person (or any Affiliate or

Associate of any Acquiring Person), (y) a transferee of any

Acquiring Person (or any such Affiliate or Associate) who becomes a

transferee after the invalidation time or (z) a transferee of any

Acquiring Person (or any such Affiliate or Associate) who became a

transferee prior to or concurrently with the invalidation time

pursuant to either (I) a transfer from the Acquiring Person to

holders of its equity securities or to any Person with whom it has

any continuing agreement, arrangement or understanding regarding

the transferred Rights or (II) a transfer which the Board of

Directors has determined is part of a plan, arrangement or

understanding which has the purpose or effect of avoiding the

provisions of this paragraph, and subsequent transferees of such

Persons, shall be void without any further action and any holder of

such Rights shall thereafter have no rights whatsoever with respect

to such Rights under any provision of this Agreement. The Company

shall use all reasonable efforts to ensure that the provisions of

this Section 11(a)(ii) are complied with, but shall have no

liability to any holder of Right Certificates or other Person as a

result of its failure to make any determinations with respect to an

Acquiring Person or its Affiliates, Associates or transferees

hereunder. From and after the invalidation time, no Right

Certificate shall be issued pursuant to Section 3 or Section 6

hereof that represents Rights that are or have become void pursuant

to the provisions of this paragraph, and any Right Certificate

delivered to the Rights Agent that represents Rights that are or

have become void pursuant to the provisions of this paragraph shall

be cancelled. From and after the occurrence of an event specified

in Section 13(a) hereof, any Rights that theretofore have not been

exercised pursuant to this Section 11(a)(ii) shall thereafter be

exercisable only in accordance with Section 13 and not pursuant to

this Section 11(a)(ii).

(iii) The Company may at its option substitute for an

Ordinary Share issuable upon the exercise of Rights in accordance

with the foregoing subparagraph (ii) such number or fractions of

Preference Shares having an aggregate current market value equal to

the current per share market price of an Ordinary Share. In the

event that there shall not be sufficient Ordinary Shares issued but

not outstanding or authorized but unissued to permit the exercise

in full of the Rights in accordance with the foregoing subparagraph

(ii), the Board of Directors shall, to the extent permitted by

applicable law and any material agreements then in effect to which

the Company is a party (A) determine the excess of (1) the value of

the Ordinary Shares issuable upon the exercise of a Right in

accordance with the foregoing subparagraph (ii) (the "Current

Value") over (2) the then current Purchase Price multiplied by the

number of one one-thousandths of Preference Shares for which a

Right was exercisable immediately prior to the time that the

Acquiring Person became such (such excess, the "Spread"), and (B)

with respect to each Right (other than Rights which have become

void pursuant to Section 11(a)(ii)), make adequate provision to

substitute for the Ordinary Shares issuable in accordance with

subparagraph (ii) upon exercise of the Right and payment of the

applicable Purchase Price, (1) cash, (2) a reduction in the

Purchase Price, (3) Preference Shares or other equity securities of

the Company (including, without limitation, shares or fractions of

preference shares which, by virtue of having dividend, voting and

liquidation rights substantially comparable to those of the

Ordinary Shares, are deemed in good faith by the Board of Directors

to have substantially the same value as the Ordinary Shares (such

preference shares and shares or fractions of preference shares are

hereinafter referred to as "Ordinary Share equivalents"), (4) debt

securities of the Company, (5) other assets, or (6) any combination

of the foregoing, having a value which, when added to the value of

the Ordinary Shares actually issued upon exercise of such Right,

shall have an aggregate value equal to the Current Value (less the

amount of any reduction in the Purchase Price), where such

aggregate value has been determined by the Board of Directors upon

the advice of a nationally recognized investment banking firm

selected in good faith by the Board of Directors; provided,

however, if the Company shall not make adequate provision to

deliver value pursuant to clause (B) above within thirty (30) days

following the date that the Acquiring Person became such (the

"Section 11(a)(ii) Trigger Date"), then the Company shall be

obligated to deliver, to the extent permitted by applicable law and

any material agreements then in effect to which the Company is a

party, upon the surrender for exercise of a Right and without

requiring payment of the Purchase Price, Ordinary Shares (to the

extent available), and then, if necessary, such number or fractions

of Preference Shares (to the extent available) and then, if

necessary, cash, which shares and/or cash have an aggregate value

equal to the Spread. If, upon the date any Person becomes an

Acquiring Person, the Board of Directors shall determine in good

faith that it is likely that sufficient additional Ordinary Shares

could be authorized for issuance upon exercise in full of the

Rights, then, if the Board of Directors so elects, the thirty (30)

day period set forth above may be extended to the extent necessary,

but not more than ninety (90) days after the Section 11(a)(ii)

Trigger Date, in order that the Company may seek shareholder

approval for the authorization of such additional shares (such

thirty (30) day period, as it may be extended, is herein called the

"Substitution Period"). To the extent that the Company determines

that some action need be taken pursuant to the second and/or third

sentence of this Section 11(a)(iii), the Company (x) shall provide,

subject to Section 11(a)(ii) hereof and the last sentence of this

Section 11(a)(iii) hereof, that such action shall apply uniformly

to all outstanding Rights and (y) may suspend the exercisability of

the Rights until the expiration of the Substitution Period in order

to seek any authorization of additional shares and/or to decide the

appropriate form of distribution to be made pursuant to such second

sentence and to determine the value thereof. In the event of any

such suspension, the Company shall issue a public announcement

stating that the exercisability of the Rights has been temporarily

suspended, as well as a public announcement at such time as the

suspension is no longer in effect. For purposes of this Section

11(a)(iii), the value of the Ordinary Shares shall be the current

per share market price (as determined pursuant to Section 11(d)(i))

on the Section 11(a)(ii) Trigger Date and the per share or

fractional value of any "Ordinary Share equivalent" shall be deemed

to equal the current per share market price of the Ordinary Shares.

The Board of Directors of the Company may, but shall not be

required to, establish procedures to allocate the right to receive

Ordinary Shares upon the exercise of the Rights among holders of

Rights pursuant to this Section 11(a)(iii).

(b) In case the Company shall fix a record date for the issuance

of rights, options or warrants to all holders of Preference Shares

entitling them (for a period expiring within 45 calendar days after such

record date) to subscribe for or purchase Preference Shares (or shares

having the same rights, privileges and preferences as the Preference

Shares ("equivalent preference shares")) or securities convertible into

Preference Shares or equivalent preference shares at a price per

Preference Share or equivalent preference shares (or having a conversion

price per share, if a security convertible into Preference Shares or

equivalent preference shares) less than the then current per share

market price of the Preference Shares (determined pursuant to Section

11(d) hereof) 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 Preference Shares and

equivalent preference shares outstanding on such record date plus the

number of Preference Shares and equivalent preference shares which the

aggregate offering price of the total number of Preference Shares and/or

equivalent preference 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 Preference Shares and equivalent preference

shares outstanding on such record date plus the number of additional

Preference Shares and/or equivalent preference shares to be offered for

subscription or purchase (or into which the convertible securities so to

be offered are initially convertible); provided, however, that in no

event shall the consideration to be paid upon the exercise of one Right

be less than the aggregate par value of the share capital of the Company

issuable upon exercise of one Right. In case such subscription price

may be paid in a consideration part or all of which shall be in a form

other than cash, the value of such consideration shall be as determined

in good faith by the Board of Directors of the Company, whose determi-

nation shall be described in a statement filed with the Rights Agent.

Preference Shares and equivalent preference shares owned by or held for

the account of the Company shall not be deemed outstanding for the

purpose of any such computation. Such adjustment shall be made

successively whenever such a record date is fixed; and in the event that

such rights, options or warrants are not so issued, the Purchase Price

shall be adjusted to be the Purchase Price which would then be in effect

if such record date had not been fixed.

a distribution to all holders of the Preference Shares (including any

such distribution made in connection with a consolidation or merger in

which the Company is the continuing or surviving corporation) of

evidences of indebtedness or assets (other than a regular quarterly cash

dividend or a dividend payable in Preference Shares) or subscription

rights or warrants (excluding those referred to in Section 11(b)

hereof), the Purchase Price to be in effect after such record date shall

be determined by multiplying the Purchase Price in effect immediately

prior to such record date by a fraction, the numerator of which shall be

the then current per share market price of the Preference Shares

(determined pursuant to Section 11(d) hereof) on such record date, less

the fair market value (as determined in good faith by the Board of

Directors of the Company whose determination shall be described in a

statement filed with the Rights Agent) of the portion of the assets or

evidences of indebtedness so to be distributed or of such subscription

rights or warrants applicable to one Preference Share, and the

denominator of which shall be such current per share market price

(determined pursuant to Section 11(d) hereof) of the Preference Shares;

provided, however, that in no event shall the consideration to be paid

upon the exercise of one Right be less than the aggregate par value of

the share capital of the Company to be issued upon exercise of one

Right. Such adjustments shall be made successively whenever such a

record date is fixed; and in the event that such distribution is not so

made, the Purchase Price shall again be adjusted to be the Purchase

Price which would then be in effect if such record date had not been

fixed.

(d) (i) Except as otherwise provided herein, for the purpose of

any computation hereunder, the "current per share market price" of any

security (a "Security" for the purpose of this Section 11(d)(i)) on any

date shall be deemed to be the average of the daily closing prices per

share of such Security for the 30 consecutive Trading Days (as such term

is hereinafter defined) immediately prior to such date; provided,

however, that in the event that the current per share market price of

the Security is determined during a period following the announcement by

the issuer of such Security of (A) a dividend or distribution on such

Security payable in shares of such Security or securities convertible

into such shares, or (B) any subdivision, combination or

reclassification of such Security, and prior to the expiration of 30

Trading Days after the ex-dividend date for such dividend or

distribution, or the record date for such subdivision, combination or

reclassification, then, and in each such case, the current per share

market price shall be appropriately adjusted to reflect the current

market price per share equivalent of such Security. The closing price

for each day shall be the last sale price, regular way, or, in case no

such sale takes place on such day, the average of the closing bid and

asked prices, regular way, in either case as reported by the principal

consolidated transaction reporting system with respect to securities

listed or admitted to trading on the New York Stock Exchange or, if the

Security is not listed or admitted to trading on the New York Stock

Exchange, as reported in the principal consolidated transaction report-

ing system with respect to securities listed on the principal U.S.

national securities exchange on which the Security is listed or admitted

to trading or, if the Security is not listed or admitted to trading on

any U.S. 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 or such other system then in use, or, if on any

such date the Security is not quoted by any organization in the over-

the-counter market, the average of the closing bid and asked prices as

furnished by a professional market maker making a market in the Security

selected by the Board of Directors of the Company. The term "Trading

Day" shall mean a day on which the principal national securities

exchange on which the Security is listed or admitted to trading is open

for the transaction of business or, if the Security is not listed or

admitted to trading on any national securities exchange, a Business Day.

(ii) For the purpose of any computation hereunder, if the

Preference Shares are publicly traded, the "current per share market

price" of the Preference Shares shall be determined in accordance with

the method set forth in Section 11(d)(i). If the Preference Shares are

not publicly traded but the Ordinary Shares are publicly traded, the

"current per share market price" of the Preference Shares shall be

conclusively deemed to be the current per share market price of the

Ordinary Shares as determined pursuant to Section 11(d)(i) multiplied by

one hundred (appropriately adjusted to reflect any stock split, stock

dividend or similar transaction occurring after the date hereof). If

neither the Ordinary Shares nor the Preference Shares are publicly

traded, "current per share market price" shall mean the fair value per

share as determined in good faith by the Board of Directors of the

Company, whose determination shall be described in a statement filed

with the Rights Agent.

(e) No adjustment in the Purchase Price shall be required unless

such adjustment would require an increase or decrease of at least 1% in

the Purchase Price; provided, however, that any adjustments which by

reason of this Section 11(e) are not required to be made shall be

carried forward and taken into account in any subsequent adjustment.

All calculations under this Section 11 shall be made to the nearest cent

or to the nearest one ten-thousandth of a Preference Share or Ordinary

Share or other share or security as the case may be. Notwithstanding

the first sentence of this Section 11(e), any adjustment required by

this Section 11 shall be made no later than the earlier of (i) three

years from the date of the transaction which requires such adjustment or

(ii) the date of the expiration of the right to exercise any Rights.

(f) If as a result of an adjustment made pursuant to Section 11(a)

hereof, the holder of any Right thereafter exercised shall become

entitled to receive any share capital of the Company other than the

Preference Shares, thereafter the Purchase Price and the number of such

other shares so receivable upon exercise of a Right shall be subject to

adjustment from time to time in a manner and on terms as nearly

equivalent as practicable to the provisions with respect to the

Preference Shares contained in Sections 11(a), 11(b), 11(c), 11(e),

11(h), 11(i) and 11(m) and the provisions of Sections 7, 9, 10, 13 and

14 hereof with respect to the Preference Shares shall apply on like

terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any

adjustment made to the Purchase Price hereunder shall evidence the right

to purchase, at the adjusted Purchase Price, the number of one

one-thousandths of a Preference Share purchasable from time to time

hereunder upon exercise of the Rights, all subject to further adjustment

as provided herein.

(h) Unless the Company shall have exercised its election as

provided in Section 11(i), upon each adjustment of the Purchase Price as

a result of the calculations made in Sections 11(b) and (c), each Right

outstanding immediately prior to the making of such adjustment shall

thereafter evidence the right to purchase, at the adjusted Purchase

Price, that number of one one-thousandths of a Preference Share (cal-

culated to the nearest one ten- thousandth of a Preference Share)

obtained by (i) multiplying (x) the number of one one-thousandths of a

share covered by a Right immediately prior to such adjustment by (y) the

Purchase Price in effect immediately prior to such adjustment of the

Purchase Price and (ii) dividing the product so obtained by the Purchase

Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment

of the Purchase Price to adjust the number of Rights, in substitution

for any adjustment in the number of one one-thousandths of a Preference

Share purchasable upon the exercise of a Right. Each of the Rights

outstanding after such adjustment of the number of Rights shall be

exercisable for the number of one one-thousandths of a Preference Share

for which a Right was exercisable immediately prior to such adjustment.

Each Right held of record prior to such adjustment of the number of

Rights shall become that number of Rights (calculated to the nearest one

ten-thousandth) obtained by dividing the Purchase Price in effect

immediately prior to adjustment of the Purchase Price by the Purchase

Price in effect immediately after adjustment of the Purchase Price. The

Company shall make a public announcement of its election to adjust the

number of Rights, indicating the record date for the adjustment, and, if

known at the time, the amount of the adjustment to be made. This record

date may be the date on which the Purchase Price is adjusted or any day

thereafter, but, if the Right Certificates have been issued, shall be at

least 10 days later than the date of the public announcement. If Right

Certificates have been issued, upon each adjustment of the number of

Rights pursuant to this Section 11(i), the Company may, as promptly as

practicable, cause to be distributed to holders of record of Right

Certificates on such record date Right Certificates evidencing, subject

to Section 14 hereof, the additional Rights to which such holders shall

be entitled as a result of such adjustment, or, at the option of the

Company, shall cause to be distributed to such holders of record in

substitution and replacement for the Right Certificates held by such

holders prior to the date of adjustment, and upon surrender thereof, if

required by the Company, new Right Certificates evidencing all the

Rights to which such holders shall be entitled after such adjustment.

Right Certificates so to be distributed shall be issued, executed and

countersigned in the manner provided for herein and shall be registered

in the names of the holders of record of Right Certificates on the

record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price

or the number of one one-thousandths of a Preference Share issuable upon

the exercise of the Rights, the Right Certificates theretofore and

thereafter issued may continue to express the Purchase Price and the

number of one one-thousandths of a Preference Share which were expressed

in the initial Right Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment

reducing the Purchase Price below the then par value, if any, of the

Preference Shares or other share capital issuable upon exercise of the

Rights, the Company shall take any corporate action which may, in the

opinion of its counsel, be necessary in order that the Company may

validly and legally issue fully paid and nonassessable Preference Shares

or other such shares at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an

adjustment in the Purchase Price be made effective as of a record date

for a specified event, the Company may elect to defer until the

occurrence of such event the issuing to the holder of any Right

exercised after such record date of the Preference Shares and other

share capital or securities of the Company, if any, issuable upon such

exercise over and above the Preference Shares and other share capital 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

▇▇▇▇ or other appropriate instrument evidencing such holder's right to

receive such additional shares upon the occurrence of the event

requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding,

the Company shall be entitled to make such reductions in the Purchase

Price, in addition to those adjustments expressly required by this

Section 11, as and to the extent that it in its sole discretion shall

determine to be advisable in order that any consolidation or subdivision

of the Preference Shares, issuance wholly for cash of any Preference

Shares at less than the current market price, issuance wholly for cash

or Preference Shares or securities which by their terms are convertible

into or exchangeable for Preference Shares, dividends on Preference

Shares payable in Preference Shares or issuance of rights, options or

warrants referred to hereinabove in Section 11(b), hereafter made by the

Company to holders of its Preference Shares shall not be taxable to such

shareholders.

(n) Anything in this Agreement to the contrary notwithstanding, in

the event that at any time after the date of this Agreement and prior to

the Distribution Date, the Company shall (i) declare or pay any dividend

on the Ordinary Shares payable in Ordinary Shares or (ii) effect a

subdivision, combination or consolidation of Ordinary Shares (by reclas-

sification or otherwise than by payment of a dividend payable in Ord-

inary Shares) into a greater or lesser number of Ordinary Shares, then

in any such case, the number of Rights associated with each Ordinary

Share then outstanding, or issued or delivered thereafter, shall be

proportionately adjusted so that the number of Rights thereafter

associated with each Ordinary Share following any such event shall equal

the result obtained by multiplying the number of Rights associated with

each Ordinary Share immediately prior to such event by a fraction the

numerator of which shall be the total number of Ordinary Shares

outstanding immediately prior to the occurrence of the event and the

denominator of which shall be the total number of Ordinary Shares

outstanding immediately following the occurrence of such event.

(o) The Company agrees that, after the earlier of the Distribution

Date or the Stock Acquisition Date, it will not, except as permitted by

Sections 23, 24 or 27 hereof, take (or permit any Subsidiary to take)

any action if at the time such action is taken it is reasonably

foreseeable that such action will diminish substantially or eliminate

the benefits intended to be afforded by the Rights.

Section 12. Certificate of Adjusted Purchase Price or Number of

Shares. Whenever an adjustment is made as provided in Section 11 or 13

hereof, the Company shall promptly (a) prepare a certificate setting forth

such adjustment, and a brief statement of the facts accounting for such

adjustment, (b) file with the Rights Agent and with each transfer agent for

the Ordinary Shares or the Preference Shares a copy of such certificate and

accordance with Section 25 hereof (if so required under Section 25 hereof).

The Rights Agent shall be fully protected in relying on any such certificate

and on any adjustment therein contained and shall not be deemed to have

knowledge of any such adjustment unless and until it shall have received such

certificate.

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

Earnings Power. (a) In the event, directly or indirectly, at any time after

any Person has become an Acquiring Person, (i) the Company shall merge with

and into any other Person, (ii) any Person shall consolidate with the

Company, or any Person shall merge with and into the Company and the Company

shall be the continuing or surviving corporation of such merger and, in

connection with such merger, all or part of the Ordinary Shares shall be

changed into or exchanged for shares or other securities of any other Person

(or of the Company) or cash or any other property, or (iii) the Company shall

sell or otherwise transfer (or one or more of its Subsidiaries shall sell or

otherwise transfer), in one or more transactions, assets or earning power

aggregating 50% or more of the assets or earning power of the Company and its

Subsidiaries (taken as a whole) to any other Person (other than the Company

or one or more of its wholly-owned Subsidiaries), then upon the first

occurrence of such event, proper provision shall be made so that: (A) each

holder of record of a Right (other than Rights which have become void

pursuant to Section 11(a)(ii)) shall thereafter have the right to receive,

upon the exercise thereof at a price equal to the then current Purchase Price

multiplied by the number of one one-thousandths of a Preference Share for

which a Right was exercisable (whether or not such Right was then

exercisable) immediately prior to the time that any Person first became an

Acquiring Person (each as subsequently adjusted thereafter pursuant to

Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with

the terms of this Agreement and in lieu of Preference Shares, such number of

validly issued, fully paid and non-assessable and freely tradeable Ordinary

Shares of the Principal Party (as defined herein) not subject to any liens,

encumbrances, rights of first refusal or other adverse claims, as shall be

equal to the result obtained by (1) multiplying the then current Purchase

Price by the number of one one-thousandths of a Preference Share for which a

Right was exercisable immediately prior to the time that any Person first

became an Acquiring Person (as subsequently adjusted thereafter pursuant to

Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)) and (2) dividing

that product by 50% of the then current per share market price of the

Ordinary Shares of such Principal Party (determined pursuant to Section

11(d)(i) hereof) on the date of consummation of such consolidation, merger,

sale or transfer; provided that the Purchase Price and the number of Ordinary

Shares of such Principal Party issuable upon exercise of each Right shall be

further adjusted as provided in Section 11(f) of this Agreement to reflect

any events occurring in respect of such Principal Party after the date of the

such consolidation, merger, sale or transfer; (B) such Principal Party shall

thereafter be liable for, and shall assume, by virtue of such consolidation,

merger, sale or transfer, all the obligations and duties of the Company

pursuant to this Agreement; (C) the term "Company" shall thereafter be deemed

to refer to such Principal Party; and (D) such Principal Party shall take

such steps (including, but not limited to, the reservation of a sufficient

number of its Ordinary Shares in accordance with Section 9 hereof) in

connection with such consummation of any such transaction as may be necessary

to assure that the provisions hereof shall thereafter be applicable, as

nearly as reasonably may be, in relation to its Common Stock thereafter

deliverable upon the exercise of the Rights; provided that, upon the

subsequent occurrence of any consolidation, merger, sale or transfer of

assets or other extraordinary transaction in respect of such Principal Party,

each holder of a Right shall thereupon be entitled to receive, upon exercise

of a Right and payment of the Purchase Price as provided in this Section

13(a), such cash, shares, rights, warrants and other property which such

holder would have been entitled to receive had such holder, at the time of

such transaction, owned the Ordinary Shares of the Principal Party receivable

upon the exercise of a Right pursuant to this Section 13(a), and such

Principal Party shall take such steps (including, but not limited to,

reservation of shares of stock) as may be necessary to permit the subsequent

exercise of the Rights in accordance with the terms hereof for such cash,

shares, rights, warrants and other property.

(b) "Principal Party" shall mean

(i) in the case of any transaction described in (i) or (ii)

of the first sentence of Section 13(a) hereof: (A) the Person that is

the issuer of the securities into which the Ordinary Shares are

converted in such merger or consolidation, or, if there is more than one

such issuer, the issuer the Ordinary Shares of which have the greatest

aggregate market value of shares outstanding, or (B) if no securities

are so issued, (x) the Person that is the other party to the merger, if

such Person survives said merger, or, if there is more than one such

Person, the Person the Ordinary Shares of which have the greatest

aggregate market value of shares outstanding or (y) if the Person that

is the other party to the merger does not survive the merger, the Person

that does survive the merger (including the Company if it survives) or

(z) the Person resulting from the consolidation; and

(ii) in the case of any transaction described in (iii) of the

first sentence in Section 13(a) hereof, the Person that is the party

receiving the greatest portion of the assets or earning power

transferred pursuant to such transaction or transactions, or, if each

Person that is a party to such transaction or transactions receives the

same portion of the assets or earning power so transferred or if the

Person receiving the greatest portion of the assets or earning power

cannot be determined, whichever of such Persons as is the issuer of

Ordinary Shares having the greatest aggregate market value of shares

outstanding;

provided, however, that in any such case described in the foregoing clause

(b)(i) or (b)(ii), if the Ordinary Shares of such Person is not at such time

or has not been continuously over the preceding 12-month period registered

under Section 12 of the Exchange Act, then (1) if such Person is a direct or

indirect Subsidiary of another Person the Ordinary Shares of which is and has

been so registered, the term "Principal Party" shall refer to such other

Person, or (2) if such Person is a Subsidiary, directly or indirectly, of

more than one Person and the Ordinary Shares of all of such Persons have been

so registered, the term "Principal Party" shall refer to whichever of such

Persons is the issuer of Ordinary Shares having the greatest aggregate market

value of shares outstanding, or (3) if such Person is owned, directly or

indirectly, by a joint venture formed by two or more Persons that are not

owned, directly or indirectly, by the same Person, the rules set forth in

clauses (1) and (2) above shall apply to each of the owners having an

interest in the venture as if the Person owned by the joint venture was a

Subsidiary of both or all of such joint venturers, and the Principal Party in

each such case shall bear the obligations set forth in this Section 13 in the

same ratio as its interest in such Person bears to the total of such

interests.

sale or transfer referred to in Section 13(a) hereof unless prior thereto the

Company and the Principal Party involved therein shall have executed and

delivered to the Rights Agent an agreement confirming that the requirements

of Sections 13(a) and (b) hereof shall promptly be performed in accordance

with their terms and that such consolidation, merger, sale or transfer of

assets shall not result in a default by the Principal Party under this

Agreement as the same shall have been assumed by the Principal Party pursuant

to Sections 13(a) and (b) hereof and providing that, as soon as practicable

after executing such agreement pursuant to this Section 13, the Principal

Party will:

(i) prepare and file a registration statement under the

Securities Act, if necessary, with respect to the Rights and the

securities purchasable upon exercise of the Rights on an appropriate

form, use its best efforts to cause such registration statement to

become effective as soon as practicable after such filing and use its

best efforts to cause such registration statement to remain effective

(with a prospectus at all times meeting the requirements of the

Securities Act) until the Final Expiration Date, and similarly comply

with applicable state securities laws;

(ii) use its best efforts, if the Ordinary Shares of the

Principal Party shall be listed or admitted to trading on the New York

Stock Exchange or on another national securities exchange, to list or

admit to trading (or continue the listing of) the Rights and the

securities purchasable upon exercise of the Rights on the New York Stock

Exchange or such securities exchange, or, if the Ordinary Shares of the

Principal Party shall not be listed or admitted to trading on the New

York Stock Exchange or a national securities exchange, to cause the

Rights and the securities receivable upon exercise of the Rights to be

reported by such other system then in use;

(iii) deliver to holders of the Rights historical financial

statements for the Principal Party which comply in all respects with the

requirements for registration on Form 10 (or any successor form) under

the Exchange Act; and

(iv) obtain waivers of any rights of first refusal or

preemptive rights in respect of the Ordinary Shares of the Principal

Party subject to purchase upon exercise of outstanding Rights.

(d) In case the Principal Party has provision in any of its

authorized securities or in its certificate of incorporation or by-laws or

other instrument governing its corporate affairs, which provision would have

the effect of (i) causing such Principal Party to issue (other than to

holders of Rights pursuant to this Section 13), in connection with, or as a

consequence of, the consummation of a transaction referred to in this Section

13, Ordinary Shares of such Principal Party at less than the then current

market price per share thereof (determined pursuant to Section 11(d) hereof)

or securities exercisable for, or convertible into, Ordinary Shares of such

Principal Party at less than such then current market price, or (ii)

providing for any special payment, tax or similar provision in connection

with the issuance of the Ordinary Shares of such Principal Party pursuant to

the provisions of Section 13, then, in such event, the Company hereby agrees

with each holder of Rights that it shall not consummate any such transaction

unless prior thereto the Company and such Principal Party shall have executed

and delivered to the Rights Agent a supplemental agreement providing that the

provision in question of such Principal Party shall have been cancelled,

waived or amended, or that the authorized securities shall be redeemed, so

that the applicable provision will have no effect in connection with, or as a

consequence of, the consummation of the proposed transaction.

(e) The Company covenants and agrees that it shall not, at any

time after a Person first becomes an Acquiring Person, enter into any

transaction of the type contemplated by (i) - (iii) of Section 13(a) hereof

if (x) at the time of or immediately after such consolidation, merger, sale,

transfer or other transaction there are any rights, warrants or other

instruments or securities outstanding or agreements in effect which would

substantially diminish or otherwise eliminate the benefits intended to be

afforded by the Rights, (y) prior to, simultaneously with or immediately

after such consolidation, merger, sale, transfer of other transaction, the

stockholders of the Person who constitutes, or would constitute, the

Principal Party for purposes of Section 13(a) hereof shall have received a

distribution of Rights previously owned by such Person or any of its

Affiliates or Associates or (z) the form or nature of organization of the

Principal Party would preclude or limit the exercisability of the Rights.

Section 14. Fractional Rights and Fractional Shares. (a) The

Company shall not be required to issue fractions of Rights or to distribute

Right Certificates which evidence fractional Rights. In lieu of such

fractional Rights, there shall be paid to the registered holders of the Right

Certificates with regard to which such fractional Rights would otherwise be

issuable, an amount in cash equal to the same fraction of the current market

value of a whole Right. For the purposes of this Section 14(a), the current

market value of a whole Right shall be the closing price of the Rights for

the Trading Day immediately prior to the date on which such fractional Rights

would have been otherwise issuable. The closing price for any day shall be

the last sale price, regular way, or, in case no such sale takes place on

such day, the average of the closing bid and asked prices, regular way, in

either case as reported in the principal consolidated transaction reporting

system with respect to securities listed or admitted to trading on the 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 U.S. 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 U.S. national securities exchange, the last quoted price or, if not so

quoted, the average of the high bid and low asked prices in the

over-the-counter market, as reported by any system then in use or, if on any

such date the Rights are not quoted by any organization in the over-the-

counter market, the average of the closing bid and asked prices as furnished

by a professional market maker making a market in the Rights selected by the

Board of Directors of the Company. If on any such date no such market maker

is making a market in the Rights, the fair value of the Rights on such date

as determined in good faith by the Board of Directors of the Company shall be

used.

(b) The Company shall not be required to issue fractions of

Preference Shares (other than fractions which are integral multiples of one

one-thousandth of a Preference Share) upon exercise of the Rights or to

distribute certificates which evidence fractional Preference Shares (other

than fractions which are integral multiples of one one-thousandth of a

Preference Share). Interests in fractions of Preference Shares in integral

multiples of one one-thousandth of a Preference Share may, at the election of

the Company, be evidenced by depositary receipts, pursuant to an appropriate

agreement between the Company and a depositary selected by it; provided, that

such agreement shall provide that the holders of such depositary receipts

shall have all the rights, privileges and preferences to which they are

entitled as beneficial owners of the Preference Shares represented by such

depositary receipts. In lieu of fractional Preference Shares that are not

integral multiples of one one-thousandth of a Preference Share, the Company

shall pay to the registered holders of Right Certificates at the time such

Rights are exercised as herein provided an amount in cash equal to the same

fraction of the current market value of one Preference Share. For the

purposes of this Section 14(b), the current market value of a Preference

Share shall be the closing price of a Preference Share (as determined

pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to

the date of such exercise.

waives his right to receive any fractional Rights or any fractional shares

upon exercise of a Right (except as provided above).

Section 15. Rights of Action. All rights of action in respect of

this Agreement, excepting the rights of action given to the Rights Agent

under Section 18 hereof, are vested in the respective registered holders of

the Right Certificates (and, prior to the Distribution Date, the registered

holders of the Ordinary Shares); and any registered holder of any Right

Certificate (or, prior to the Distribution Date, of the Ordinary Shares),

without the consent of the Rights Agent or of the holder of any other Right

Certificate (or, prior to the Distribution Date, of the Ordinary Shares), on

his own behalf and for his own benefit, may enforce, and may institute and

maintain any suit, action or proceeding against the Company to enforce, or

otherwise act in respect of, his right to exercise the Rights evidenced by

such Right Certificate (or, prior to the Distribution Date, such Ordinary

Shares) in the manner provided in such Right Certificate and in this

Agreement. Without limiting the foregoing or any remedies available to the

holders of Rights, it is specifically acknowledged that the holders of Rights

would not have an adequate remedy at law for any breach of this Agreement and

will be entitled to specific performance of the obligations under, and

injunctive relief against actual or threatened violations of, the obligations

of any Person subject to this Agreement.

Section 16. Agreement of Right Holders. Every holder of a Right,

by accepting the same, consents and agrees with the Company and the Rights

Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be

transferable only in connection with the transfer of the Ordinary

Shares;

(b) after the Distribution Date, the Right Certificates are

transferable only on the registry books of the Rights Agent if

surrendered at the office or agency of the Rights Agent designated for

such purpose, duly endorsed or accompanied by a proper instrument of

transfer; and

in whose name the Right Certificate (or, prior to the Distribution Date,

the Ordinary Share certificate) is registered as the absolute owner

thereof and of the Rights evidenced thereby (notwithstanding any nota-

tions of ownership or writing on the Right Certificates or the Ordinary

Share certificate made by anyone other than the Company or the Rights

Agent) for all purposes whatsoever, and neither the Company nor the

Rights Agent shall be affected by any notice to the contrary.

Section 17. Right Certificate Holder Not Deemed a Shareholder. No

holder, as such, of any Right Certificate shall be entitled to vote, receive

dividends or be deemed for any purpose the holder of the Preference Shares or

any other securities of the Company which may at any time be issuable on the

exercise of the Rights represented thereby, nor shall anything contained

herein or in any Right Certificate be construed to confer upon the holder of

any Right 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 this Agreement), or to

receive dividends or subscription rights, or otherwise, until the Rights

evidenced by such Right Certificate shall have been exercised in accordance

with the provisions hereof.

Section 18. Concerning the Rights Agent. (a) The Company agrees

to pay to the Rights Agent reasonable compensation for all services rendered

by it hereunder and, from time to time, on demand of the Rights Agent, its

reasonable expenses and counsel fees and other disbursements incurred in the

administration and execution of this Agreement and the exercise and

performance of its duties hereunder. The Company also agrees to indemnify

the Rights Agent for, and to hold it harmless against, any loss, liability or

expense, incurred without negligence, bad faith or willful misconduct on the

part of the Rights Agent, for anything done or omitted by the Rights Agent in

connection with the acceptance and administration of this Agreement,

including the costs and expenses of defending against any claim of liability

arising therefrom, directly or indirectly.

(b) The Rights Agent shall be protected and shall incur no

liability for, or in respect of any action taken, suffered or omitted by it

in connection with, its administration of this Agreement in reliance upon any

Right Certificate or certificate for the Preference Shares or Ordinary Shares

or for other securities of the Company, instrument of assignment or transfer,

power of attorney, endorsement, affidavit, letter, notice, direction,

consent, certificate, statement, or other paper or document believed by it to

be genuine and to be signed, executed and, where necessary, verified or ac-

knowledged, by the proper Person or Persons, or otherwise upon the advice of

counsel as set forth in Section 20 hereof.

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

Agent. (a) Any corporation into which the Rights Agent or any successor

Rights Agent may be merged or with which it may be consolidated, or any

corporation resulting from any merger or consolidation to which the Rights

Agent or any successor Rights Agent shall be a party, or any corporation

succeeding to the stock transfer or corporate trust powers of the Rights

Agent or any successor Rights Agent, shall be the successor to the Rights

Agent under this Agreement without the execution or filing of any paper or

any further act on the part of any of the parties hereto; provided, that such

corporation would be eligible for appointment as a successor Rights Agent

under the provisions of Section 21 hereof. In case at the time such

successor Rights Agent shall succeed to the agency created by this Agreement,

any of the Right Certificates shall have been countersigned but not

delivered, any such successor Rights Agent may adopt the countersignature of

the predecessor Rights Agent and deliver such Right Certificates so

countersigned; and in case at that time any of the Right Certificates shall

not have been countersigned, any successor Rights Agent may countersign such

Right Certificates either in the name of the predecessor Rights Agent or in

the name of the successor Rights Agent; and in all such cases such Right

Certificates shall have the full force provided in the Right Certificates and

in this Agreement.

(b) In case at any time the name of the Rights Agent shall be

changed and at such time any of the Right Certificates shall have been

countersigned but not delivered the Rights Agent may adopt the

countersignature under its prior name and deliver Right Certificates so

countersigned; and in case at that time any of the Right Certificates shall

not have been countersigned, the Rights Agent may countersign such Right

Certificates either in its prior name or in its changed name and in all such

cases such Right Certificates shall have the full force provided in the Right

Certificates and in this Agreement.

Section 20. Duties of Rights Agent. The Rights Agent undertakes

the duties and obligations imposed by this Agreement upon the following terms

and conditions, by all of which the Company and the holders of Right

Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be

legal counsel for the Company), and the opinion of such counsel shall be

full and complete authorization and protection to the Rights Agent as to

any action taken or omitted by it in good faith and in accordance with

such opinion.

(b) Whenever in the performance of its duties under this Agreement

the Rights Agent shall deem it necessary or desirable that any fact or

matter be proved or established by the Company prior to taking or

suffering any action hereunder, such fact or matter (unless other

evidence in respect thereof be herein specifically prescribed) may be

deemed to be conclusively proved and established by a certificate signed

by any one of the President, the Chief Financial Officer or the

Secretary of the Company and delivered to the Rights Agent; and such

certificate shall be full authorization to the Rights Agent for any

action taken or suffered in good faith by it under the provisions of

this Agreement in reliance upon such certificate.

any other Person only for its own negligence, bad faith or wilful

misconduct.

(d) The Rights Agent shall not be liable for or by reason of any

of the statements of fact or recitals contained in this Agreement or in

the Right Certificates (except its countersignature thereof) or be

required to verify the same, but all such statements and recitals are

and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in

respect of the validity of this Agreement or the execution and delivery

hereof (except the due execution hereof by the Rights Agent) or in

respect of the validity or execution of any Right Certificate (except

its countersignature thereof); nor shall it be responsible for any

breach by the Company of any covenant or condition contained in this

Agreement or in any Right Certificate; nor shall it be responsible for

any change in the exercisability of the Rights (including the Rights

becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in

the terms of the Rights (including the manner, method or amount thereof)

provided for in Sections 3, 11, 13, 23 and 24, or the ascertaining of

the existence of facts that would require any such change or adjustment

(except with respect to the exercise of Rights evidenced by Right

Certificates after receipt of a certificate furnished pursuant to

Section 12, describing such change or adjustment); nor shall it by any

act hereunder be deemed to make any representation or warranty as to the

authorization or reservation of any Preference Shares or other

securities to be issued pursuant to this Agreement or any Right

Certificate or as to whether any Preference Shares or other securities

will, when issued, be validly authorized and issued, fully paid and

nonassessable.

(f) The Company agrees that it will perform, execute, acknowledge

and deliver or cause to be performed, executed, acknowledged and

delivered all such further and other acts, instruments and assurances as

may reasonably be required by the Rights Agent for the carrying out or

performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept

instructions with respect to the performance of its duties hereunder

from any person reasonably believed by the Rights Agent to be one of the

President, the Chief Financial Officer or the Secretary of the Company,

and to apply to such officers for advice or instructions in connection

with its duties, and it shall not be liable for any action taken or

suffered by it in good faith in accordance with instructions of any such

officer or for any delay in acting while waiting for those instructions.

Any application by the Rights Agent for written instructions from the

Company may, at the option of the Rights Agent, set forth in writing any

action proposed to be taken or omitted by the Rights Agent under this

Agreement and the date on and/or after which such action shall be taken

or such omission shall be effective. The Rights Agent shall not be

liable for any action taken by, or omission of, the Rights Agent in

accordance with a proposal included in any such application on or after

the date specified in such application (which date shall not be less

than five Business Days after the date any officer of the Company

actually receives such application, unless any such officer shall have

consented in writing to an earlier date) unless, prior to taking any

such action (or the effective date in the case of an omission), the

Rights Agent shall have received written instructions in response to

such application specifying the action to be taken or omitted.

(h) The Rights Agent and any shareholder, director, officer or

employee of the Rights Agent may buy, sell or deal in any of the Rights

or other securities of the Company or become pecuniarily interested in

any transaction in which the Company may be interested, or contract with

or lend money to the Company or otherwise act as fully and freely as

though it were not Rights Agent under this Agreement. Nothing herein

shall preclude the Rights Agent from acting in any other capacity for

the Company or for any other legal entity.

(i) The Rights Agent may execute and exercise any of the rights or

powers hereby vested in it or perform any duty hereunder either itself

or by or through its attorneys or agents, and the Rights Agent shall not

be answerable or accountable for any act, default, neglect or misconduct

of any such attorneys or agents or for any loss to the Company resulting

from any such act, default, neglect or misconduct, provided reasonable

care was exercised in the selection and continued employment thereof.

(j) If, with respect to any Rights Certificate surrendered to the

Rights Agent for exercise or transfer, the certificate contained in the

form of assignment or the form of election to purchase set forth on the

reverse thereof, as the case may be, has not been completed to certify

the holder is not an Acquiring Person (or an Affiliate or Associate

thereof), the Rights Agent shall not take any further action with

respect to such requested exercise or transfer without first consulting

with the Company.

Section 21. Change of Rights Agent. The Rights Agent or any

successor Rights Agent may resign and be discharged from its duties under

this Agreement upon 30 days' notice in writing mailed to the Company and to

each transfer agent of the Ordinary Shares or Preference Shares by registered

or certified mail, and, following the Distribution Date, to the holders of

the Right Certificates by first-class mail. The Company may remove the

Rights Agent or any successor Rights Agent upon 30 days' notice in writing,

mailed to the Rights Agent or successor Rights Agent, as the case may be, and

to each transfer agent of the Ordinary Shares or Preference Shares by

registered or certified mail, and, following the Distribution Date, to the

holders of the Right Certificates by first-class mail. If the Rights Agent

shall resign or be removed or shall otherwise become incapable of acting, the

Company shall appoint a successor to the Rights Agent. If the Company shall

fail to make such appointment within a period of 30 days after giving notice

of such removal or after it has been notified in writing of such resignation

or incapacity by the resigning or incapacitated Rights Agent or by the holder

of a Right Certificate (who shall, with such notice, submit his Right

Certificate for inspection by the Company), then the registered holder of any

Right Certificate may apply to any court of competent jurisdiction for the

appointment of a new Rights Agent. Any successor Rights Agent, whether

appointed by the Company or by such a court, shall be a corporation organized

and doing business under the laws of the United States or any State thereof,

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 of at least U.S. $50 million. After

appointment, the successor Rights Agent shall be vested with the same powers,

rights, duties and responsibilities as if it had been originally named as

Rights Agent without further act or deed; but the predecessor Rights Agent

shall deliver and transfer to the successor Rights Agent any property at the

time held by it hereunder, and execute and deliver any further assurance,

conveyance, act or deed necessary for the purpose. Not later than the

effective date of any such appointment the Company shall file notice thereof

in writing with the predecessor Rights Agent and each transfer agent of the

Ordinary Shares or Preference Shares, and, following the Distribution Date,

mail a notice thereof in writing to the registered holders of the Right

Certificates. Failure to give any notice provided for in this Section 21,

however, or any defect therein, shall not affect the legality or validity of

the resignation or removal of the Rights Agent or the appointment of the

successor Rights Agent, as the case may be.

Section 22. Issuance of New Right Certificates. Notwithstanding

any of the provisions of this Agreement or of the Rights to the contrary, the

Company may, at its option, issue new Right Certificates evidencing Rights in

such forms as may be approved by its Board of Directors to reflect any

adjustment or change in the Purchase Price and the number or kind or class of

shares or other securities or property purchasable under the Right

Certificates made in accordance with the provisions of this Agreement. In

addition, in connection with the issuance or sale of Ordinary Shares

following the Distribution Date and prior to the earlier of the Redemption

Date and the Final Expiration Date, the Company may with respect to Ordinary

Shares so issued or sold pursuant to (i) the exercise of stock options, (ii)

under any employee plan or arrangement, (iii) upon the exercise, conversion

or exchange of securities, notes or debentures issued by the Company or (iv)

a contractual obligation of the Company in each case existing prior to the

Distribution Date, issue Rights Certificates representing the appropriate

number of Rights in connection with such issuance or sale.

Section 23. Redemption. (a) Subject to the provisions of this

Section 23, the Board of Directors of the Company may, at any time prior to

such time as any Person first becomes an Acquiring Person, redeem all but not

less than all the then outstanding Rights at a redemption price of $.01 per

Right, appropriately adjusted to reflect any subdivision, stock dividend or

similar transaction occurring after the date hereof (the redemption price

being hereinafter referred to as the "Redemption Price"). The redemption of

the Rights may be made effective at such time, on such basis and with such

conditions as the Board of Directors in its sole discretion may establish.

The Company may, at its option, pay the Redemption Price in cash, Ordinary

Shares (based on the current market price of the Ordinary Shares at the time

of redemption) or any other form of consideration deemed appropriate by the

Board of Directors.

(b) Immediately upon the action of the Board of Directors ordering

the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or

at such later time as the Board of Directors may establish for the

effectiveness of such redemption), and without any further action and without

any notice, the right to exercise the Rights will terminate and the only

right thereafter of the holders of Rights shall be to receive the Redemption

Price. The Company shall promptly give public notice of any such redemption;

provided, however, that the failure to give, or any defect in, any such

notice shall not affect the validity of such redemption. Within 10 days

after such action of the Board of Directors ordering the redemption of the

Rights (or such later time as the Board of Directors may establish for the

effectiveness of such redemption), the Company shall mail a notice of

redemption to all the holders of the then outstanding Rights at their last

addresses as they appear upon the registry books of the Rights Agent or,

prior to the Distribution Date, on the registry books of the transfer agent

for the Ordinary Shares. Any notice which is mailed in the manner herein

provided shall be deemed given, whether or not the holder receives the

notice. Each such notice of redemption shall state the method by which the

payment of the Redemption Price will be made.

Section 24. Exchange. (a) The Board of Directors of the Company,

may, at its option, at any time after any Person first becomes an Acquiring

Person, exchange all or part of the then outstanding and exercisable Rights

(which shall not include Rights that have become void pursuant to the

provisions of Section 11(a)(ii) hereof) for Ordinary Shares at an exchange

ratio of one Ordinary Share per Right, (such exchange ratio being hereinafter

referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the

Board of Directors shall not be empowered to effect such exchange at any time

(1) after any Person (other than an Exempt Person), together with all Af-

filiates and Associates of such Person, becomes the Beneficial Owner of a

number of Ordinary Shares equal to 50% or more of the number of Ordinary

Shares then outstanding or (2) after the occurrence of an event specified in

Section 13(a) hereof.

(b) Immediately upon the action of the Board of Directors of the

Company ordering the exchange of any Rights pursuant to paragraph (a) of this

Section 24 and without any further action and without any notice, the right

to exercise such Rights shall terminate and the only right thereafter of a

holder of such Rights shall be to receive that number of Ordinary Shares

equal to the number of such Rights held by such holder multiplied by the

Exchange Ratio. The Company shall promptly give public notice of any 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 shall

promptly mail a notice of any such exchange to all of the holders of the

Rights so exchanged at their last addresses as they appear upon the registry

books of the Rights Agent. Any notice which is mailed in the manner herein

provided shall be deemed given, whether or not the holder receives the

notice. Each such notice of exchange will state the method by which the

exchange of the Ordinary Shares for Rights will be effected and, in the event

of any partial exchange, the number of Rights which will be exchanged. Any

partial exchange shall be effected pro rata based on the number of Rights

(other than Rights which have become void pursuant to the provisions of

Section 11(a)(ii) hereof) held by each holder of Rights.

Shares issued but not outstanding or authorized but unissued to permit any

exchange of Rights as contemplated in accordance with this Section 24, the

Company may, in its discretion, take such action as may be necessary to

authorize additional Ordinary Shares for issuance upon exchange of the

Rights. In the event that the Company shall determine not to take such

action or shall, after good faith effort, be unable to take such action as

may be necessary to authorize such additional Ordinary Shares, the Company

shall substitute, to the extent of such insufficiency, for each Ordinary

Share that would otherwise be issuable upon exchange of a Right, a number of

Preference Shares or fractions thereof (or equivalent preference shares as

such term is defined in Section 11(b)) having an aggregate current per share

market price (determined pursuant to Section 11(d) hereof) equal to the

current per share market price of one Ordinary Share (determined pursuant to

Section 11(d) hereof) as of the date of issuance of such Preference Shares or

fractions thereof (or equivalent preference shares).

(d) The Company shall not, in connection with any exchange

pursuant to this Section 24, be required to issue fractions of Ordinary

Shares or to distribute certificates which evidence fractional Ordinary

Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to

the registered holders of the Right Certificates with regard to which such

fractional Ordinary Shares would otherwise be issuable an amount in cash

equal to the same fraction of the current market value of a whole Ordinary

Share. For the purposes of this paragraph (d), the current market value of a

whole Ordinary Share shall be the closing price of a Ordinary Share (as

determined pursuant to the second sentence of Section 11(d)(i) hereof) for

the Trading Day immediately prior to the date of exchange pursuant to this

Section 24.

Section 25. Notice of Certain Events. (a) In case the Company

shall at any time after the earlier of the Distribution Date or the Stock

Acquisition Date propose (i) to pay any dividend payable in shares of any

class to the holders of its Preference Shares or to make any other

distribution to the holders of its Preference Shares (other than a regular

quarterly cash dividend), (ii) to offer to the holders of its Preference

Shares rights or warrants to subscribe for or to purchase any additional

Preference Shares or shares of stock of any class or any other securities,

rights or options, (iii) to effect any reclassification of its Preference

Shares (other than a reclassification involving only the subdivision of

outstanding Preference Shares), (iv) to effect the liquidation, dissolution

or winding up of the Company, or (v) to declare or pay any dividend on

Ordinary Shares payable in Ordinary Shares or to effect a subdivision,

combination or consolidation of the Ordinary Shares (by reclassification or

otherwise than by payment of dividends in Ordinary Shares), then, in each

such case, the Company shall give to each holder of a Right Certificate, in

accordance with Section 26 hereof, a notice of such proposed action, which

shall specify the record date for the purposes of such dividend of shares, or

distribution of rights or warrants, or the date on which such liquidation,

dissolution or winding up is to take place and the date of participation

therein by the holders of the Ordinary Shares and/or Preference Shares, if

any such date is to be fixed, and such notice shall be so given in the case

of any action covered by clause (i) or (ii) above at least 10 days prior to

the record date for determining holders of the Preference Shares for purposes

of such action, and in the case of any such other action, at least 10 days

prior to the date of the taking of such proposed action or the date of

participation therein by the holders of the Ordinary Shares and/or Preference

Shares, whichever shall be the earlier.

(b) In case any event described in Section 11(a)(ii) or Section 13

shall occur then the Company shall as soon as practicable thereafter give to

each holder of a Right Certificate (or if occurring prior to the Distribution

Date, the holders of the Ordinary Shares) in accordance with Section 26

hereof, a notice of the occurrence of such event, which notice shall describe

such event and the consequences of such event to holders of Rights under

Section 11(a)(ii) and Section 13 hereof.

Section 26. Notices. Notices or demands authorized by this

Agreement to be given or made by the Rights Agent or by the holder of any

Right Certificate to or on the Company shall be sufficiently given or made if

sent by first-class mail, postage prepaid, addressed (until another address

is filed in writing with the Rights Agent) as follows:

Triton Energy Limited
Caledonian House, ▇▇▇▇ Street
P.O. Box 1043
▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands
Attention: Secretary

Subject to the provisions of Section 21 hereof, any notice or demand

authorized by this Agreement to be given or made by the Company or by the

holder of any Right Certificate to or on the Rights Agent shall be

sufficiently given or made if sent by first-class mail, postage prepaid,

addressed (until another address is filed in writing with the Company) as

follows:

Chemical Bank
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Shareholder Services Group

Notices or demands authorized by this Agreement to be given or made by the

Company or the Rights Agent to the holder of any Right Certificate shall be

sufficiently given or made if sent by first-class mail, postage prepaid,

addressed to such holder at the address of such holder as shown on the

registry books of the Company.

Section 27. Supplements and Amendments. Except as otherwise

provided in this Section 27, for so long as the Rights are then redeemable,

the Company may in its sole and absolute discretion, and the Rights Agent

shall if the Company so directs, supplement or amend any provision of this

Agreement in any respect without the approval of any holders of the Rights.

At any time when the Rights are no longer redeemable, except as otherwise

provided in this Section 27, the Company may, and the Rights Agent shall, if

the Company so directs, supplement or amend this Agreement without the

approval of any holders of Rights Certificates in order to (i) cure any

ambiguity, (ii) correct or supplement any provision contained herein which

may be defective or inconsistent with any other provisions herein, (iii)

shorten or lengthen any time period hereunder, or (iv) change or supplement

the provisions hereunder in any manner which the Company may deem necessary

or desirable; provided that no such supplement or amendment shall adversely

affect the interests of the holders of Rights as such (other than an

Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no

such amendment may cause the rights again to become redeemable or cause the

Agreement again to become amendable other than in accordance with this

sentence. Notwithstanding anything contained in this Agreement to the

contrary, no supplement or amendment shall be made that decreases the

Redemption Price. 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.

Section 28. Successors. All the covenants and provisions of this

Agreement by or for the benefit of the Company or the Rights Agent shall bind

and inure to the benefit of their respective successors and assigns

hereunder.

Section 29. Benefits of this Agreement. Nothing in this Agreement

shall be construed to give to any Person other than the Company, the Rights

Agent and the registered holders of the Right Certificates (and, prior to the

Distribution Date, the Ordinary 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 Right Certificates (and, prior to the Distribution Date, the Ordinary

Shares).

Section 30. Severability. If any term, provision, covenant or

restriction of this Agreement or applicable to this Agreement is held by a

court of competent jurisdiction or other authority to be invalid, void or

unenforceable, the remainder of the terms, provisions, covenants and

restrictions of this Agreement shall remain in full force and effect and

shall in no way be affected, impaired or invalidated.

Section 31. Governing Law. This Agreement and each Right

Certificate issued hereunder shall be deemed to be a contract made under the

laws of the Cayman Islands and for all purposes shall be governed by and

construed in accordance with the laws of such Country applicable to contracts

to be made and performed entirely within such Country except that the rights,

duties and obligations of the Rights Agent shall be governed by and construed

in accordance with the Laws of the State of New York, U.S.A..

Section 32. Counterparts. This Agreement may be executed in any

number of counterparts and each of such counterparts shall for all purposes

be deemed to be an original, and all such counterparts shall together

constitute but one and the same instrument.

Section 33. Descriptive Headings. Descriptive headings of the

several Sections of this Agreement are inserted for convenience only and

shall not control or affect the meaning or construction of any of the

provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement

to be duly executed and attested, all as of the day and year first above

written.

Attest: TRITON ENERGY LIMITED

By By
Name: Name:
Title: Title:

Attest: CHEMICAL BANK

By By
Name: Name:
Title: Title:

Exhibit A

FORM OF

RESOLUTIONS

TRITON ENERGY LIMITED

AUTHORIZING A SERIES OF PREFERENCE SHARES

___________________

The undersigned, constituting all of the directors of Triton
Energy Limited, a Cayman Islands company (the "Company"), hereby consent in
writing to the taking of the following actions and the adoption of the
following resolutions without the holding of, any waive any notices required
for, a meeting of directors for the purpose of considering the same:

WHEREAS, Triton Energy Corporation, a Delaware corporation
("TEC"), desires to effect a reorganization pursuant to which the Company
would become the parent holding company of TEC through the merger (the
"Merger") of TEL Merger Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Sub"), with and into TEC; and

WHEREAS, in connection with the Merger, the Board of
Directors and the sole shareholder of the Company have resolved to amend and
restate the Memorandum of Association and Articles of Association (the
"Restated Charter") to be effective immediately prior to the effective time
of the Merger; now therefore, be it

RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Company in accordance with the provisions of its Restated
Charter, the Board of Directors, effective as of the effective time of the
Merger, does hereby create, authorize and provide for the issuance, upon the
exercise of the rights issued by the Company to its shareholders of record at
the close of business on the effective date of the Merger (the "Rights"), of
a series of preference shares of the Company, to be designated Series A
Junior Participating Preference Shares (hereinafter referred to as the
"Series A Preference Shares"), initially consisting of 200,000 shares and to
the extent that the designations, powers, preferences and relative and other
special rights and the qualifications, limitations and restrictions of the
Series A Preference Shares are not stated and expressed in the Restated
Charter, does hereby fix and state such designations, powers, and preferences
and relative and other special rights and the qualifications, limitations or
restrictions thereof, as follows:

Section 1. DESIGNATION AND AMOUNT. The shares of such
series shall be designated as "Series A Junior Participating Preference
Shares" (the "Series A Preference Shares"), and the number of shares
constituting such series shall be 200,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; PROVIDED,
that no decrease shall reduce the number of Series A Preference Shares to a
number less than the number of shares then outstanding plus the number of

shares reserved for issuance upon the exercise of outstanding options, rights
or warrants or upon the conversion of any outstanding securities issued by
the Company convertible into Series A Preference Shares.

Section 2. DIVIDENDS AND DISTRIBUTIONS.

(A) Subject to the rights of the holders of any shares of
any series of Preference Shares of the Company (the "Preference Shares") (or
any similar shares) ranking prior and superior to the Series A Preference
Shares with respect to dividends, the holders of Series A Preference Shares,
in preference to the holders of Ordinary Shares, having a par value of $.01
per share, of the Company (the "Ordinary Shares") and of any other shares of
the Company ranking junior to the Series A Preference Shares, shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in
cash on the last day of January, April, July, and October in each year (each
such date being referred to herein as a "Dividend Payment Date"), commencing
on the first Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preference Shares, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
to the provision for adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends, and 1,000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in Ordinary Shares,
declared on the Ordinary Shares since the immediately preceding Dividend
Payment Date or, with respect to the first Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preference
Shares. In the event the Company shall at any time declare or pay any
dividend on the Class A Shares payable in shares of Ordinary Shares, or
effect a subdivision or combination or consolidation of the outstanding
Ordinary Shares (by reclassification or otherwise than by payment of a
dividend in shares of Ordinary Shares) into a greater or lesser number of
Ordinary Shares, then in each such case the amount to which holders of Series
A Preference Shares were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of Ordinary Shares
outstanding immediately after such event and the denominator of which is the
number of Ordinary Shares that were outstanding immediately prior to such
event.

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

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

for the determination of holders of Series A Preference Shares entitled to
receive a quarterly dividend and before such Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the Series A Preference Shares in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of Series A Preference Shares entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be not more than 60 days prior to the date fixed for the
payment thereof.

Section 3. VOTING RIGHTS. The holders of Series A
Preference Shares shall have the following rights:

(A) Subject to the provision for adjustment hereinafter set
forth, each Series A Preference Share shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of the shareholders of the
Company. In the event the Company shall at any time declare any dividend on
the Ordinary Shares payable in shares of Ordinary Shares, or effect a
subdivision or combination or consolidation of the outstanding Ordinary
Shares (by reclassification or otherwise than by payment of a dividend in
Ordinary Shares) into a greater or lesser number of Ordinary Shares, then in
each such case the number of votes per share to which holders of Series A
Preference Shares 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 Ordinary Shares outstanding immediately after such event and
the denominator of which is the number of Ordinary Shares that were
outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other
resolution of the Board of Directors creating a series of Preference Shares
or any similar shares, and except as otherwise required by law, the holders
of Series A Preference Shares and the holders of Ordinary Shares and any
other shares of the Company having general voting rights shall vote together
as one class on all matters submitted to a vote of shareholders of the
Company.

(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preference Shares shall have no special voting
rights and their consent shall not be required (except to the extent that
they are entitled to vote with holders of Ordinary Shares as set forth
herein) for taking any corporate action.

Section 4. CERTAIN RESTRICTIONS.

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

(i) declare or pay dividends, or make any other
distributions, on any shares ranking junior (as to dividends) to the
Series A Preference Shares;

(ii) declare or pay dividends, or make any other
distributions, on any shares ranking on a parity (as to dividends)
with the Series A Preference Shares, except dividends paid ratably on
the Series A Preference Shares and all such parity shares on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration
shares ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preference Shares,
provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior shares in exchange for
shares of the Company ranking junior (as to dividends and upon
dissolution, liquidation or winding up) to the Series A Preference
Shares or rights, warrants or options to acquire such junior shares;
or

(iv) redeem or purchase or otherwise acquire for consideration
any Series A Preference Shares, or any shares of shares ranking on a
parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preference Shares, except in accordance
with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares
upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the
respective series or classes.

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

Section 5. REACQUIRED SHARES. Any Series A Preference
Shares purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.

Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon
any liquidation, dissolution or winding up of the Company, no distribution
shall be made (a) to the holders of shares ranking junior (upon liquidation,
dissolution or winding up) to the Series A Preference Shares unless, prior
thereto, the holders of Series A Preference Shares shall have received $1,000
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not earned or declared, to the date of such
payment, provided that the holders of Series A Preference Shares shall be
entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1,000 times the aggregate
amount to be distributed per share to holders of Ordinary Shares, or (b) to
the holders of shares ranking on a parity (upon liquidation, dissolution or
winding up) with the Series A Preference Shares, except distributions made
ratably on the Series A Preference Shares and all such parity shares in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
Company shall at any time declare or pay any dividend on the Ordinary Shares
payable in Ordinary Shares, or effect a subdivision or combination or

consolidation of the outstanding Ordinary Shares (by reclassification or
otherwise than by payment of a dividend in Ordinary Shares) into a greater or
lesser number of Ordinary Shares, then in each such case the aggregate amount
to which holders of Series A Preference Shares were entitled immediately
prior to such event under the proviso in clause (a) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of Ordinary Shares outstanding immediately after such
event and the denominator of which is the number of Ordinary Shares that were
outstanding immediately prior to such event.

Section 7. CONSOLIDATION, MERGER, ETC. In case the Company
shall enter into any consolidation, merger, combination or other transaction
in which the Ordinary Shares are converted into, exchanged for or changed
into other shares or securities, cash and/or any other property, then in any
such case each Series A Preference Share shall at the same time be similarly
converted into, exchanged for or changed into an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of shares, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each Ordinary
Shares is converted or exchanged. In the event the Company shall at any time
declare or pay any dividend on the Ordinary Shares payable in Ordinary
Shares, or effect a subdivision or combination or consolidation of the
outstanding Ordinary Shares (by reclassification or otherwise than by payment
of a dividend in Ordinary Shares) into a greater or lesser number of Ordinary
Shares, then in each such case the amount set forth in the preceding sentence
with respect to the conversion, exchange or change of Series A Preference
Shares shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of Ordinary Shares outstanding immediately
after such event and the denominator of which is the number of Ordinary
Shares that were outstanding immediately prior to such event.

Section 8. NO REDEMPTION. The Series A Preference Shares
shall not be redeemable from any holder thereof.

Section 9. RANK. The Series A Preference Shares shall
rank, with respect to the payment of dividends and the distribution of assets
upon liquidation, dissolution or winding up of the Company, junior to all
other series of Preference Shares and senior to the Ordinary Shares.

Section 10. AMENDMENT. The Restated Charter of the Company
shall not be further amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preference
Shares so as to affect them adversely without the affirmative vote of the
holders of two-thirds or more of the outstanding Series A Preference Shares,
voting separately as a class.

Section 11. FRACTIONAL SHARES. Series A Preference Shares
may be issued in fractions of a share which shall entitle the holder thereof,
in proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all of the rights of holders of Series A Preference Shares.

AND BE IT FURTHER RESOLVED, that any documents heretofore
executed or lawful actions heretofore taken by any of the officers of the
Company in connection with the transactions herein described are hereby
ratified, confirmed and approved in all respects.

Exhibit B

Form of Right Certificate

Certificate No. R- ____ ___ Rights

NOT EXERCISABLE AFTER MAY 22, 2005 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE
SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY
OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS
DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

Right Certificate

Triton Energy Limited

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 ___, 1996, as the same may be
amended from time to time (the "Rights Agreement"), between Triton Energy
Limited, a company organized under the laws of the Cayman Islands (the
"Company"), and Chemical Bank (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is defined in
the Rights Agreement) and prior to 5:00 P.M., New York City time, on May 22,
2005 at the office or agency of the Rights Agent designated for such purpose,
or of its successor as Rights Agent, one one-thousandth of a fully paid
non-assessable Series A Junior Participating Preference Share, par value $.01
per share (the "Preference Shares"), of the Company, at a purchase price of
$120 per one one-thousandth of a Preference Share (the "Purchase Price"),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed. The number of Rights evidenced by this
Rights Certificate (and the number of one one-thousandths of a Preference
Share which may be purchased upon exercise hereof) set forth above, and the
Purchase Price set forth above, are the number and Purchase Price as of March
___, 1996, based on the Preference Shares as constituted at such date. As
provided in the Rights Agreement, the Purchase Price, the number of one
one-thousandths of a Preference Share (or other securities or property) which
may be purchased upon the exercise of the Rights and the number of Rights
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

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

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

Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in
part for Preference Shares or the Company's Ordinary Shares, par value $.01
per share.

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

No holder of this Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder
of the Preference Shares or of any other securities of the Company which may
at any time be issuable on the exercise hereof, nor shall anything contained
in the Rights Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in the Rights Agreement) or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right certificate shall have been exercised as provided in
the Rights Agreement.

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

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

ATTEST: TRITON ENERGY LIMITED

By __________________ By _____________________

Countersigned:

_______________________,
as Rights Agent

By _________________________
Authorized Signature

Form of Reverse Side of Right Certificate

FORM OF ASSIGNMENT

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

FOR VALUE RECEIVED _________________________ hereby sells,
assigns and transfer unto ___________________________
____________________________________________________________
(Please print name and address of transferee)
____________________________________________________________
Rights represented by this Right Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
___________________ Attorney, to transfer said Rights on the books of the
within-named Company, with full power of substitution.

Dated: _________________

______________________________
Signature

Signature Guaranteed:

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

------------------------------------------------------------
(To be completed)

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

________________________
Signature

Form of Reverse Side of Right Certificate - continued

FORM OF ELECTION TO PURCHASE

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

To Triton Energy Limited:

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

______________________________________________________________
(Please print name and address)

______________________________________________________________

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

Please insert social security
or other identifying number

______________________________________________________________
(Please print name and address)

______________________________________________________________

Dated: ____________________

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

Signature Guaranteed:

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

Form of Reverse Side of Right Certificate -- continued

_________________________________________________________________
(To be completed)

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

______________________

Signature

_________________________________________________________________

NOTICE

The signature in the Form of Assignment or Form of Election
to Purchase, as the case may be, must conform to the name as written upon the
face of this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.

In the event the certification set forth above in the Form
of Assignment or the Form of Election to Purchase, as the case may be, is not
completed, such Assignment or Election to Purchase will not be honored.

Exhibit C

UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES
THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

SUMMARY OF RIGHTS TO PURCHASE
Preference Shares

On March ____, 1996, the Board of Directors of Triton Energy
Limited (the "Company") declared a dividend of one preference share purchase
right (a "Right") for each outstanding Ordinary Share, par value $.01 per
share, of the Company (the "Ordinary Shares") . The dividend is payable on
March ___, 1996 (the "Record Date") to the shareholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a Series A Junior Participating Preference Share, par
value $.01 per share (the "Preference Shares") of the Company at a price of
$120 per one one-thousandth of a Preference Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement dated as of March ____, 1996, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and
Chemical Bank, as Rights Agent (the "Rights Agent").

Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of a number of
Ordinary Shares equal to 15% or more of the number of outstanding Ordinary
Shares; provided, however, that if a Person would be deemed an Acquiring
Person upon the adoption of the Rights Agreement, such Person will not be
deemed an "Acquiring Person" for any purposes of the Rights Agreement unless
and until such Person acquires Beneficial Ownership of any additional
Ordinary Shares after the date of the adoption of the Rights Agreement or
(ii) 10 business days (or such later date as may be determined by action of
the Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a
person or group of a number of Ordinary Shares equal to 15% or more of the
number of outstanding Ordinary Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any
of the Ordinary Share certificates outstanding as of the Record Date, by such
Ordinary Share certificate together with a copy of this Summary of Rights.

The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Ordinary Shares; provided, however, that
prior to the Distribution Date, upon the conversion of any class of Ordinary
Shares into Ordinary Shares of a different class all Rights attached to the
Ordinary Shares being converted shall be deemed cancelled and retired by the
Company. Until the Distribution Date (or earlier redemption or expiration of
the Rights), new Ordinary Shares certificates issued after the Record Date
upon transfer or new issuances of Ordinary Shares (including pursuant to the
conversion) will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for Ordinary
Shares outstanding as of the Record Date, even without such notation or a

copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the Ordinary Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of
record of the Ordinary Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date.
The Rights will expire on May __, 2005 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.

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

The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Ordinary Shares or a dividend
on the Ordinary Shares payable in Ordinary Shares or subdivisions,
consolidations or combinations of the Ordinary Shares occurring, in any such
case, prior to the Distribution Date.

Preference Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preference Share will be entitled, when, as and
if declared, to a minimum preferential quarterly dividend payment of $1 per
share but will be entitled to an aggregate dividend of 1,000 times the
dividend declared per Ordinary Share. In the event of liquidation, the
holders of the Preference Shares will be entitled to a minimum preferential
liquidation payment of $1,000 per share (plus any accrued but unpaid
dividends) but will be entitled to an aggregate payment of 1,000 times the
payment made per Ordinary Share. Each Preference Share shall be entitled to
1,000 votes, voting together with the Ordinary Shares. Finally, in the event
of any merger, consolidation or other transaction in which Ordinary Shares
are converted or exchanged, each Preference Share will be entitled to receive
1,000 times the amount received per Ordinary Share. These rights are
protected by customary antidilution provisions.

In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive upon exercise of a
Right at the then current exercise price of the Right, that number of
Ordinary Shares having a market value of two times the exercise price of the
Right.

In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning

power are sold, proper provision will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of
ordinary shares of the person with whom the Company has engaged in the
foregoing transaction (or its parent), which number of shares at the time of
such transaction will have a market value of two times the exercise price of
the Right.

At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of beneficial
ownership of a number of Ordinary Shares equal to 50% or more of the number
of outstanding Ordinary Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which
will have become void), in whole or in part, at an exchange ratio of one
Ordinary Share, or one one-thousandth of a Preference Share (or of a share of
a class or series of the Company's preference shares having equivalent
rights, preferences and privileges), per Right (subject to adjustment).

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

At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price");
provided that under certain cirumstances set forth in the Rights Agreement,
after the after a tender offer has been commenced, the Board of Directors may
not be permitted to redeem the Rights. Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.

For so long as the Rights are then redeemable, the Company
may, except with respect to the redemption price, amend the Rights in any
manner. After the Rights are no longer redeemable the Company may, except
with respect to the redemption price, amend the Rights in any manner that
does not adversely affect the interests of holders of the Rights.

Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.

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. 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, as the same may be amended from time to time, which is hereby
incorporated herein by reference.

Form of Rights Agreement

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