<PAGE> 1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                          ____________________________

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934



                             AMERICAN POWER CONVERSION CORPORATION
              (Exact name of registration as specified in charter)



     Date of Report   (Date of earliest event reported):   September 2, 1999


   Massachusetts          1-12432            04-2722013
  (State or other       (Commission         (IRS Employer
  jurisdiction of      File Number)      Identification No.)
  incorporation)


     132 Fairgrounds Road, West Kingston, Rhode Island  02892
     (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code  401-789-5735


                            Not Applicable
         (Former name or former address, if changed since last report.)

<PAGE> 2

Item 5.  Other Events.

   On September 2, 1999, the Board of Directors of American Power Conversion
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, $.01 par value per share (the "Common
Stock") of the Company to stockholders of record of the Company at the close of
business on September 13, 1999 (the "Record Date").  Each Right entitles the
registered holder to initially purchase from the Company one share of Common
Stock at a purchase price of $110, subject to adjustment (the "Purchase Price").
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent, a
copy of which is filed as Exhibit 4.1 hereto.

   Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificates representing
the Rights (the "Rights Certificates") will be distributed.  The Rights will
separate from the Common Stock and a distribution date will occur upon the
earlier of (i) 10 days following a public announcement that a Person (as defined
herein), who or which together with all Affiliates (as defined below) or
Associates (as defined below) of such Person (collectively, an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
more than 15% of the outstanding shares of Common Stock and (ii) 10 business
days following the commencement of a tender offer or exchange offer that may
result in a person or group beneficially owning 15% or more of such outstanding
shares of Common Stock (the "Distribution Date").  A "Person" shall mean any
individual, firm, corporation, partnership, limited partnership, limited
liability partnership, business trust, limited liability company, unincorporated
association or other entity, and shall include any successor (by merger or
otherwise) of such entity.  "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended, as in
effect on the date of this filing.

   Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after September 13, 1999
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.  Pursuant to the Rights Agreement,
the Company reserves the right to require that, upon any exercise of Rights, a
number of Rights may be exercised so that only whole shares of Common Stock will
be issued.

   The Rights are not exercisable until the Distribution Date and will expire at
the close of business on September 2, 2009 unless earlier redeemed by the
Company as described below.
<PAGE> 3

   As soon as practicable after the Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights.  Except as otherwise determined by the Board of
Directors and except in connection with shares of Common Stock issued upon the
exercise of employee stock options, issuances under other employee stock benefit
plans or upon the conversion of convertible securities issued prior to the
Distribution Date, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.

   In the event at any time following the Distribution Date a Person shall
become an Acquiring Person (a "Triggering Event"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right, or, if the Company
has not made adequate provision to deliver value to such holder or otherwise
satisfied such obligation as set forth above within 30 days following the later
of (x) the first occurrence of an event triggering the right to purchase Common
Stock and (y) the date on which the Company's right to redeem the Rights
expires, the Company must deliver, upon exercise of a Right, but without
requiring payment of the exercise price then in effect, Common Stock (to the
extent available) and cash equal in value to the difference between the value of
the Common Stock otherwise issuable upon the exercise of a Right and the
exercise price then in effect.  The Board of Directors may extend the 30-day
period described above for up to an additional 60 days to permit the taking of
action that may be necessary to authorize sufficient additional shares of Common
Stock to permit the issuance of shares of Common Stock upon the exercise in full
of the Rights.

   From and after the occurrence of a Triggering Event, if the Rights evidenced
by a Right Certificate are or were at any time on or after the earlier of (a)
the date of such Triggering Event, and (b) the Distribution Date acquired or
beneficially owned by an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, such Rights shall become void, and any holder of such Rights
shall thereafter have no right to exercise such Rights.

   In the event that, at any time following the date a Person becomes an
Acquiring Person, directly or indirectly, (i) the Company is acquired in a
merger or other business combination transaction or (ii) 50% or more of its
consolidated assets or earning power are sold, proper provision will be made so
that each holder of a Right (except Rights which previously have been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
aggregate exercise price of the Right.

   At any time after any Person becomes an Acquiring Person and prior to the
acquisition by any person or group of a majority of the outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than
<PAGE> 4

Rights owned by such person or group which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).

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

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

   In general, at any time prior to the time any Person becomes an Acquiring
Person, the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right (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.  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.

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

   Any of the provisions of the Rights Agreement may be amended by the Board of
Directors of the Company in order to cure any ambiguity, to correct or
supplement any provision contained in the Rights Agreement which may be
defective or inconsistent with any other provision in the Rights Agreement or to
make any change or to delete any provision of the Rights Agreement or to adopt
any other provisions with respect to the Rights which the Company may deem
necessary or desirable; provided, however, that from and after such time as any
person becomes an Acquiring Person, the Rights Agreement shall not be amended or
supplemented in any manner which would adversely

<PAGE> 5

affect the interests of the holders of Rights (other than an Acquiring Person
and its Affiliates and Associates).

Item 7.       Financial Statements and Exhibits

     (c)  Exhibits.

          Exhibit No.                        Exhibit

               4.1               Rights Agreement, dated as of
                                 September 2, 1999, between
                                 American Power Conversion
                                 Corporation and BankBoston,
                                 N.A., which includes as Exhibit
                                 A the Form of Rights
                                 Certificate, and as Exhibit B
                                 the Summary of Rights to
                                 Purchase Common Stock.

               99                Press Release, dated September
                                 3, 1999 announcing adoption of
                                 the Stockholder Rights Plan.

<PAGE> 6

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              AMERICAN POWER CONVERSION
                              CORPORATION


Dated:  September 3, 1999     By: /s/ Donald M. Muir
                                   Donald M. Muir, Chief Financial
                                   Officer

<PAGE> 7

                                  EXHIBIT INDEX

          Exhibit No.                        Exhibit

               4.1               Rights Agreement, dated as of
                                 September 2, 1999, between
                                 American Power Conversion
                                 Corporation and BankBoston,
                                 N.A., which includes as Exhibit
                                 A the Form of Rights
                                 Certtificate, and as Exhibit B
                                 the Summary of Rights to
                                 Purchase Common Stock.

               99                Press Release, dated September
                                 3, 1999 announcing adoption of
                                 the Stockholder Rights Plan.


<PAGE> 8

                                                  EXHIBIT 4.1




        _________________________________________________________________







                      AMERICAN POWER CONVERSION CORPORATION

                                       and


                                BANKBOSTON, N.A.

                                 as Rights Agent

                                   __________

                                RIGHTS AGREEMENT

                          Dated as of September 2, 1999






        ________________________________________________________________


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

EXHIBITS:

Exhibit A Form of Rights Certificate
Exhibit B Summary of Rights to Purchase Common Shares

                                       ii
<PAGE> 11
                                RIGHTS AGREEMENT

     Agreement, dated as of September 2, 1999,  between American Power
Conversion Corporation, a Massachusetts corporation (the "Company"), and
BankBoston, N.A., a national banking association (the "Rights Agent").

     The Board of Directors of the Company has authorized and declared a
dividend of one common share purchase right (a "Right") for each share of common
stock, par value $0.01 per share, of the Company (a "Common Share") outstanding
on the Close of Business on September 13, 1999 (the "Record Date") and has
authorized the issuance of one Right with respect to each additional Common
Share that shall become outstanding between the Record Date and the earliest of
the Close of Business on the Distribution Date, the Redemption Date or the Close
of Business on the Final Expiration Date, each Right representing the right to
purchase one Common Share (as hereinafter defined), or such different amount
and/or kind of securities as shall be hereinafter provided.

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

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

     "Acquiring Person" shall mean any Person who or which, together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner of 15%
or more of the Common Shares of the Company then outstanding.  Notwithstanding
the foregoing, (1) no Person shall become an "Acquiring Person" as the result of
an acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall so become the Beneficial
Owner of 15% or more of the Common Shares of the Company then outstanding by
reason of an acquisition of Common Shares by the Company and shall, after such
acquisition of shares by the Company, become the Beneficial Owner of an
additional 1% of the outstanding Common Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person"; and (2) if the Board of Directors
of the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing provisions of this
paragraph, has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this paragraph, then such Person shall not be deemed to have become an
"Acquiring Person" for any purposes of this Agreement.

     "Affiliate" and "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect
on the date of this Agreement.
                                        1
<PAGE> 12

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

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

          (ii) that 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), written or otherwise, or upon the exercise of
     conversion rights, exchange rights, rights (other than the Rights),
     warrants or options, or otherwise; provided, however, that a Person shall
     not be deemed to be the Beneficial Owner of, or to beneficially own,
     securities tendered pursuant to a tender or exchange offer made pursuant
     to, and in accordance with, the applicable rules and regulations
     promulgated under the Exchange Act by or on behalf of such Person or any of
     such Person's Affiliates or Associates until such tendered securities are
     accepted for purchase or exchange; 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 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)     that 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), written
     or otherwise, for the purpose of acquiring, holding, voting (except to the
     extent contemplated by the proviso to section (B) of the immediately
     preceding paragraph (ii)) or disposing of any securities of the Company.

     Notwithstanding anything in this definition of Beneficial Ownership to the
contrary, the phrase "then outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such Person would be
deemed to own beneficially hereunder.
                                        2
<PAGE> 13

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

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

     "Common Shares" when used with reference to the Company shall mean the
shares of common stock, par value $0.01 per share, of the Company.  "Common
Shares" when used with reference to any Person other than the Company shall mean
the capital stock (or 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.

     "Common Stock Equivalents" shall have the meaning set forth in Section
11(a)(iii)(B)(3) hereof.

     "Current Value" shall have the meaning set forth in Section
11(a)(iii)(A)(1) hereof.

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

     "Equivalent Common Shares" shall have the meaning set forth in Section
11(b) hereof.

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

     "Final Expiration Date" shall mean September 2, 2009.

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

     "Purchase Price" shall have the meaning set forth in Section 7(b) hereof.

     "Redemption Date" shall have the meaning set forth in Section 23(b) hereof.

     "Right Certificate" shall mean a certificate evidencing a Right in
substantially the form of Exhibit B hereto.

     "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in
Section 11(a)(iii) hereof.
                                        3
<PAGE> 14

     "Shares Acquisition Date" shall mean the earlier of the date of (i) the
public announcement by the Company or an Acquiring Person that an Acquiring
Person has become such or (ii) the public disclosure of facts by the Company or
an Acquiring Person indicating that an Acquiring Person has become such.

     "Spread" shall have the meaning set forth in Section 11(a)(iii)(A) hereof.

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

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

     "Summary of Rights" shall mean the Summary of Rights to Purchase Common
Shares in substantially the form of Exhibit B hereto.

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

     Section 2.  Appointment of Rights Agent.  The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of the Common 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, upon ten (10) days' prior written notice to the Rights Agent.  The
Rights Agent shall have no duty to supervise, and shall in no event be liable
for, the acts or omissions of any such co-Rights Agent.

     Section 3.  Issue of Right Certificates.

          (a)  Until the earlier of (i) the Close of Business on the tenth day
after the Shares Acquisition Date or (ii) the Close of Business on the tenth
Business Day (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for or pursuant to
the terms of any such plan) of, or of the first public announcement of the
intention of any Person (other than any of the Persons referred to in the
preceding parenthetical) to commence, a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial Owner
of Common Shares aggregating 15% or more of the Common Shares of the Company
then outstanding (such date being herein referred to as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of Section
3(b) hereof) by the certificates for Common
                                        4
<PAGE> 15

Shares registered in the names of the holders thereof (which certificates shall
also be deemed to be Right Certificates) and not by separate Right Certificates,
and (y) the right to receive Right Certificates will be transferable only in
connection with the transfer of Common Shares.  As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of

Common Shares as of the Close of Business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right Certificate
evidencing one Right for each

Common 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 the Summary of Rights by first-class, postage-
prepaid mail, to each record holder of Common Shares as of the Close of Business
on the Record Date, at the address of such holder shown on the records of the
Company.  With respect to certificates for Common Shares outstanding as of the
Record Date, until the Close of Business on the Distribution Date, the Rights
will be evidenced by such certificates registered in the names of the holders
thereof together with a copy of the Summary of Rights attached thereto.  Until
the Close of Business on the Distribution Date (or the earlier of the Redemption
Date or the Close of Business on the Final Expiration Date), the surrender for
transfer of any certificate for Common Shares outstanding on the Record Date,
with or without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the Common Shares
evidenced thereby.

          (c)  Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date but prior to the earliest
of the Close of Business on the Distribution Date, the Redemption Date or the
Close of Business on 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 American Power Conversion Corporation and
          BankBoston, N.A., dated as of September 2, 1999 (the "Rights
          Agreement"), the terms of which are hereby incorporated
          herein by reference and a copy of which is on file at the
          principal executive offices of American Power Conversion
          Corporation.  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. American Power Conversion Corporation will
          mail to the holder of this certificate a copy of the Rights
          Agreement without charge after receipt of a written request
          therefor.  Under
                                        5
<PAGE> 16

          certain circumstances, Rights that are or were acquired or
          beneficially owned by Acquiring Persons (as defined in the
          Rights Agreement) may become null and void.

With respect to such certificates containing the foregoing legend, until the
Close of Business on the Distribution Date, the Rights associated with the
Common Shares represented by certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any such certificate shall
also constitute the transfer of the Rights associated with the Common Shares
represented

thereby.  In the event that the Company purchases or acquires any Common Shares
after the Record Date but prior to the Close of Business on the Distribution
Date, any Rights associated with such Common Shares shall be deemed canceled and
retired so that the Company shall not
be entitled to exercise any Rights associated with the Common Shares which are
no longer outstanding.

     Section 4.  Form of Right Certificates.  The Right Certificates (and the
forms of election to purchase Common Shares and of assignment to be printed on
the reverse thereof) shall be substantially the same as 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 any stock exchange on which the Rights
may from time to time be listed, or to conform to usage.  Subject to the other
provisions of this Agreement, the Right Certificates shall entitle the holders
thereof to purchase such number of Common Shares as shall be set forth therein
at the Purchase Price, but the number of Common Shares and the Purchase Price
shall be subject to adjustment as provided herein.

     Section 5.  Countersignature and Registration.  The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer; any of its
Vice Presidents, or its Treasurer, either manually or by facsimile signature,
shall have affixed thereto the Company's seal or a facsimile thereof, and shall
be attested by the Clerk or any Assistant Clerk of the Company, either manually
or by facsimile signature.  The Right Certificates shall be countersigned by the
Rights Agent and shall not be valid for any purpose unless so countersigned,
either manually or by facsimile.  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,
                                        6
<PAGE> 17
although at the date of the execution of this Rights Agreement any such person
was not such an officer.

     Following the Distribution Date, the Rights Agent will keep or cause to be
kept, at its principal office, books for registration of the 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 Page 18

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

          (a)  Subject to the provisions of Section 14 hereof, at any time after
the Close of Business on the Distribution Date, and prior to the earlier of the
Redemption Date or the Close of Business on the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of Common Shares 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 principal office of the Rights Agent.  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 for any tax or governmental
charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.

          (b)  Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a 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.

                                        7
<PAGE> 18

          (a)  The registered holder of any Right Certificate (other than a
holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or
have been exchanged pursuant


to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in
part at any time after the Distribution Date 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 its principal office, together with
payment of the Purchase Price for each Common Share as to which the Rights are
exercised, prior to the earliest of (i) the Close of Business on the Final
Expiration Date, (ii) the time at which the right to exercise the Rights
terminates pursuant to Section 23 hereof, or (iii) the time at which the right
to exercise the Rights terminates pursuant to Section 24 hereof.

          (b)  The purchase price for each Common Share to be purchased upon the
exercise of a Right shall initially be One Hundred Ten Dollars ($110.00) (the
"Purchase Price"), 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) below.

          (c)  Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and certificate duly executed,
accompanied by payment of the Purchase Price for the number of Common Shares 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
by cash, 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 Common Shares certificates for the number of Common
Shares to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) requisition from any
depositary agent for the Common Shares depositary receipts representing such
number of Common Shares as are to be purchased (in which case certificates for
the Common Shares represented by such receipts shall be deposited by the
transfer agent with the depositary agent) and the Company hereby directs the
depositary agent to comply with such request, (ii) when appropriate, requisition
from the Company the amount of cash to be paid in lieu of issuance of fractional
Common Shares in accordance with Section 14 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder and (iv) when appropriate,
after receipt, deliver such cash to or upon the order of the registered holder
of such Right Certificate.

                                        8
<PAGE> 19
          (d)  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 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 upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) completed and signed the certificate following the form of election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

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

     Section 9.  Status and Availability of Common Shares.
          (a)  The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Common Shares delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such
Common Shares (subject to payment of the Purchase Price), be duly and validly
authorized and issued and fully paid and non-assessable shares.
                                        9
<PAGE> 20
          (b)  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 Common Shares 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
issuance or delivery of certificates or depositary receipts for the Common
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Common Shares upon the exercise of
any Rights until any such tax shall have been paid (any such tax being payable
by the 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.  Common Shares Record Date.  Each person in whose name any
certificate for Common Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Common 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.  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 Common Shares for which the
Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

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

          (a)  (i)  In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Common Shares payable in Common
Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding
Common Shares into a smaller number of Common Shares or (D) issue any shares of
its capital stock in a reclassification of the Common Shares (including any such
reclassification in connection with a
                                       10
<PAGE> 21
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the Purchase
Price in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such
date, he would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification; provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right.

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

     From and after the occurrence of such an event, any Rights that are or were
acquired or beneficially owned by such Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) on or after the earlier of (x) the date of
such event and (y) the Distribution Date shall be void and any holder of such
Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement.  No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or
Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence or any Associate
or Affiliate thereof shall be canceled.
                                       11
<PAGE> 22
               (iii)     In the event that the number of Common Shares which are
authorized by the Company's articles of organization and not outstanding or
subscribed for, or reserved or otherwise committed for issuance for purposes
other than upon exercise of the Rights, are not sufficient to permit the holder
of each Right to purchase the number of Common Shares to which he would be
entitled upon the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii) of paragraph (a) of this Section 11, or should the
Board of Directors so elect, the Company shall:  (A) determine the excess of (1)
the value of the Common Shares issuable upon the exercise of a Right (calculated
as provided in the last sentence of this subparagraph (iii)) pursuant to Section
11(a)(ii) hereof (the "Current Value") over (2) the Purchase Price (such excess,
the "Spread"), and (B) with respect to each Right, make adequate provision to
substitute for such Common Shares, upon payment of the applicable Purchase
Price, any one or more of the following having an aggregate value determined by
the Board of Directors to be equal to the Current Value:  (1) cash, (2) a
reduction in the Purchase Price, (3) Common Shares or other equity securities of
the Company (including, without limitation, shares, or units of shares, of
preferred stock which the Board of Directors of the Company has determined to
have the same value as shares of Common Stock (such shares of preferred stock,
"common stock equivalents")), (4) debt securities of the Company, or (5) other
assets; provided, however, if the Company shall not have made adequate provision
to deliver value pursuant to clause (B) above within thirty (30) days following
the first occurrence of an event triggering the rights to purchase Common Shares
described in Section 11(a)(ii) (the "Section 11(a)(ii) Trigger Date"), then the
Company shall be obligated to deliver subject to applicable law, upon the
surrender for exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and then, if necessary,
cash, which shares and cash have an aggregate value equal to the Spread.  If the
Board of Directors of the Company shall determine in good faith that it is
likely that sufficient additional Common Shares could be authorized for issuance
upon exercise in full of the Rights, the thirty (30) day period set forth above
may be extended to the extent necessary, but not more than ninety (90) days
after the Section 11(a)(ii) Trigger Date, in order that the Company may seek
shareholder approval for the authorization of such additional shares (such
period, as it may be extended, the "Substitution Period").  To the extent that
the Company determines that some action need be taken pursuant to the first
and/or second sentences of this Section 11(a)(iii), the Company (x) shall
provide, subject to Section 7(e) hereof and the last paragraph of Section
11(a)(ii) hereof, that such action shall apply uniformly to all outstanding
Rights, and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek any authorization of
additional shares and/or to decide the appropriate form of distribution to be
made pursuant to such first sentence and to determine the value thereof.  In the
event of any such suspension, the Company shall make a public announcement, and
shall deliver to the Rights Agent a statement, stating that
                                       12
<PAGE> 23

the exercisability of the Rights has been temporarily suspended.  At such time
as the suspension is no longer in effect, the Company shall make another public
announcement, and deliver to the Rights Agent a statement, so stating.  For
purposes of this Section 11(a)(iii), the value of the Common Shares shall be the
current per share market price (as determined pursuant to Section 11(d) hereof)
of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any
common stock equivalent shall be deemed to have the same value as the Common
Shares on such date.

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

          (c)  In case the Company shall fix a record date for the making of a
distribution to all holders of the Common 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
Common Shares) or subscription rights or warrants (excluding those
                                       13
<PAGE> 24
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 Common Shares 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 Common Share and the denominator of which shall be such
current per share market price of the Common Shares; provided, however, that in
no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
to be issued upon exercise of one Right.  Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

          (d)  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)) 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 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 Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the Security is
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other
system then in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Security selected by the
Board of Directors 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.
                                       14
<PAGE> 25

          (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 Common Share or one ten-
thousandth of any other share or security as the case may be.  Notwithstanding
the first sentence of this Section 11(e), any adjustment required by this
Section 11 shall be made no later than three years from the date of the
transaction which requires such adjustment.

          (f)  If as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Common Shares, the
number of such other shares so receivable upon exercise of any Right shall
thereafter 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 Common
Shares contained in Section 11(a) through (c), inclusive, and the provisions of
Sections 7, 9, 10 and 13 with respect to the Common 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 Common Shares
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 Common Shares
(calculated to the nearest Common Share) obtained by (i) multiplying (x) the
number of shares covered by a Right immediately prior to this adjustment by (y)
the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.

          (i)  The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights in substitution for any
adjustment in the number of Common Shares 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 Common Shares 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 hundred-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
                                       15
<PAGE> 26
adjustment, and, if known at the time, the amount of the adjustment to be made.
This record datemay be the date on which the Purchase Price is adjusted or any
day thereafter, but, if the Right Certificates have been distributed, shall be
at least 10 days later than the date of the public announcement.  If Right
Certificates have been distributed, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of 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 to be so 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 Common Shares 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 Common Shares 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 of the Common Shares issuable upon
exercise of the Rights, the Company shall take any corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and non-assessable Common 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 Common Shares and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Common Shares and other capital
stock or securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

          (m)  Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any (i) combination or subdivision of the Common Shares, (ii)
issuance wholly for cash of any Common Shares at less than the current market
price, (iii) issuance wholly for cash of Common Shares or securities which by
their terms are convertible into or exchangeable for Common Shares, (iv)
dividends on Common Shares payable in Common Shares or (v) issuance of any
rights, options or warrants referred to hereinabove in
                                       16
<PAGE> 27

Section 11, hereafter made by the Company to holders of its Common Shares shall
not be taxable to such shareholders.

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

     Section 12.  Certificate of Adjustment.  Whenever an adjustment is made as
provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment, and a brief statement of the facts
accounting for such adjustment, (b) file with the Rights Agent and with each
transfer agent for the Common Shares or the Common Shares a copy of such
certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof.  The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein
contained.

     Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning
Power.
In the event that, at any time after a Person becomes an Acquiring Person,
directly or indirectly, (i) the Company shall consolidate with, or merge with
and into, any other Person, (ii) any Person shall consolidate with the Company,
or merge with and into the Company and the Company shall be the continuing or
surviving corporation of such merger and, in connection with such merger, all or
part of the Common Shares shall be changed into or exchanged for stock or other
securities of any other Person (or 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, and in
each such case, proper provision shall be made so that (A) each holder of a
Right (except as otherwise provided herein) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of Common Shares for which a Right is
                                       18
<PAGE> 28
then exercisable, in accordance with the terms of this Agreement and in lieu of
Common Shares, such number of Common Shares of such other Person (including the
Company as successor thereto or as the surviving corporation) as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the number
of Common Shares for which a Right is then exercisable and dividing that product
by (y) 50% of the then current per share market price of the Common Shares of
such other Person (determined pursuant to Section 11(d) hereof) on the date of
consummation of such consolidation, merger, sale or transfer; (B) the issuer of
such Common Shares 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 issuer; and (D) such issuer shall take
such steps in connection with such consummation as may be necessary to assure
that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the Common Shares thereafter deliverable upon
the exercise of the Rights.  The Company covenants and agrees that it shall not
consummate any such consolidation, merger, sale or transfer unless prior thereto
the Company and such issuer shall have executed and delivered to the Rights
Agent a supplemental agreement so providing.  The Company shall not enter into
any transaction of the kind referred to in this Section 13 if at the time of
such transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights.  The provisions of this Section
13 shall similarly apply to successive mergers or consolidations or sales or
other transfers.  For purposes hereof, the "earning power" of the Company and
its Subsidiaries shall be determined in good faith by the Company's Board of
Directors on the basis of the operating earnings of each business operated by
the Company and its Subsidiaries during the three fiscal years preceding the
date of such determination (or, in the case of any business not operated by the
Company or any Subsidiary during three full fiscal years preceding such date,
during the period such business was operated by the Company or any Subsidiary).

     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
                                       19
<PAGE> 29
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Rights are not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted to trading or, if
the Rights are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use or, if on any such date the Rights are not
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the Rights
selected by the Board of Directors of the Company.  If on any such date no such
market maker is making a market in the Rights, the fair value of the Rights on
such date as determined in good faith by the Board of Directors of the Company
shall be used.

          (b)  The Company shall not be required to issue fractions of Common
Shares upon exercise of the Rights or to distribute certificates which evidence
fractional Common Shares.  In lieu of fractional Common Shares, the Company
shall pay to each registered holder 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 Common Share as the fraction of one
Common Share that such holder would otherwise receive upon the exercise of the
aggregate number of rights exercised by such holder.  For the purposes of this
Section 14(b), the current market value of a Common Share shall be the closing
price of a Common Share (as determined pursuant to the second sentence of
Section 11(d) hereof) for the Trading Day immediately prior to the date of such
exercise.

          (c)  The holder of a Right by the acceptance of the Right expressly
waives any right to receive fractional Rights or 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
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares) may, without the consent of the
Rights Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), on his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate 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.
                                       20

<PAGE> 30

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 Common Shares;

          (b)  after the Distribution Date, the Right Certificates are
transferable only on the registry books maintained by the Rights Agent if
surrendered at the principal office of the Rights Agent, duly endorsed or
accompanied by a proper instrument of transfer with a completed form of
certification; and

          (c)  the Company and the Rights Agent may deem and treat the person in
whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated Common Shares
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 Common 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 Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

     Section 18.  Concerning the Rights Agent.  The Company agrees to pay to the
Rights Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable expenses
and counsel fees and other 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
gross negligence, bad faith or willful misconduct on
                                       21
<PAGE> 31
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 or liability in
connection therewith.


     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 Common Shares or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons.

     Section 19.  Merger or Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the corporate trust
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided 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.

     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.
                                       22
<PAGE> 32

     Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations expressly set forth in this Agreement and no implied
duties or obligations shall be read into this Agreement against the Rights
Agent.  The Rights Agent shall perform those duties and obligations 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 Chairman of the Board, the
President, a Vice President, the Treasurer or the Clerk of the Company and
delivered to the Rights Agent; and such certificate shall be full authorization
to the Rights Agent for any action taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

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

          (d)  The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except as to 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 adjustment required under the provisions of Sections 11
or 13 hereof or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after actual notice of any such adjustment); nor shall it by
any act hereunder be deemed to make any representation or warranty as to the
authorization or
                                       23

<PAGE> 33
reservation of any shares of Common Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Common Shares will, when
so issued, be validly authorized and issued, fully paid and nonassessable.

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

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

          (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.

     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 Common Shares by registered or certified mail, and 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 Common Shares by registered or certified mail, and to the holders
of the Right Certificates by first-class mail.  If the Rights
                                       24
<PAGE> 34
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 of any state of the United States, in good
standing, having an office in the Commonwealth of Massachusetts which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $100 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 Common Shares, and 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
                                       25
<PAGE> 35

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 form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement.

     Section 23.  Redemption

          (a)  The Board of Directors of the Company may, at its option, at any
time prior to such time as any Person becomes an Acquiring Person, redeem all
but not less than all the then outstanding Rights at a redemption price of $0.01
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price").  The redemption of

the Rights by the Board of Directors may be made effective at such time, on such
basis and subject to such conditions as the Board of Directors in its sole
discretion may establish.

          (b)  Immediately upon the time of the effectiveness of the redemption
of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time
as may be determined by the Board of Directors of the Company in the action
ordering such redemption (although not earlier than the time of such action)
(such time the "Redemption Date"), and without any further action and without
any notice, the right to exercise the Rights shall terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price.
The Company shall promptly give public notice of any such redemption; provided,
however, that the failure to give, or any defect in, any such notice shall not
affect the validity of such redemption.  Within 10 days after such action of the
Board of Directors ordering the redemption of the Rights pursuant to paragraph
(a), the Company shall mail a notice of redemption to all the holders of the
then outstanding Rights at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Shares.  Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not the holder
receives the notice.  If the payment of the Redemption Price is not included
with such notice, each such notice shall state the method by which the payment
of the Redemption Price will be made.  Neither the Company nor any of its
Affiliates or Associates may redeem, acquire or purchase for value any Rights at
any time in any manner other than that specifically set forth in this Section 23
or in Section 24 hereof, other than in connection with the purchase of Common
Shares prior to the Distribution Date.
                                       26
<PAGE> 36
     Section 24.  Exchange.

          (a)  The Board of Directors of the Company may, at its option, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 11(a)(ii) hereof) for
Common Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio").  Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of a
majority of the Common Shares then outstanding.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common 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 promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent.  Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.  Each such notice of exchange
will state the method by which the exchange of the Common Shares for Rights will
be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become void pursuant to
the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

          (c)  In any exchange pursuant to this Section 24, the Company, at its
option, may substitute Common Shares or common stock equivalents for Common
Shares exchangeable for Rights, at the initial rate of one Common Share (or an
appropriate number of common stock equivalents) for each Common Share, as
appropriately adjusted to reflect adjustments in the voting rights of the Common
Shares pursuant to the terms thereof, so that the fraction of a Common Share
delivered in lieu of each Common Share shall have the same voting rights as one
Common Share.

          (d)  In the event that there shall not be sufficient Common Shares or
common stock equivalents authorized by the Company's articles of organization
and not outstanding or subscribed for, or reserved or otherwise committed for
issuance for purposes other than upon exercise of Rights, to permit any exchange
of Rights as contemplated in accordance with this
                                       27
<PAGE> 37
 Section 24, the Company shall take all such action as may be necessary to
authorize additional Common Shares or common stock equivalents for issuance upon
exchange of the Rights.

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

     Section 25.  Notice of Certain Events.

          (a)  In case the Company shall after the Distribution Date propose (i)
to pay any dividend payable in stock of any class to the holders of its Common
Shares or to make any other distribution to the holders of its Common Shares
(other than a regular quarterly cash dividend), (ii) to offer to the holders of
its Common Shares rights or warrants to subscribe for or to purchase any
additional Common Shares or shares of stock of any class or any other
securities, rights or options, (iii) to effect any reclassification of its
Common Shares (other than a reclassification involving only the subdivision of
outstanding Common Shares), (iv) to effect any consolidation or merger into or
with, or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a 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 stock dividend, or distribution of rights
or warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common 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 Common Shares for purposes of such action, and in
the case of any such other action, at least 10 days prior to the date of the
taking of such proposed action or the date of participation therein by the
holders of the Common Shares, whichever shall be the earlier.

          (b)  In case any event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall as soon as practicable thereafter give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.
                                       28
<PAGE> 38
     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:

               American Power Conversion Corporation
               132 Fairgrounds Road
               West Kingston, RI 02892

               Attention:  Chief Executive Officer

               Copy to:

               Testa, Hurwitz & Thibeault, LLP
               125 High Street
               High Street Tower
               Boston, MA  02110

               Attention:  William B. Simmons, Jr.



     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:

               BankBoston, N.A.
               c/o EquiServe Limited Partnership
               150 Royall Street
               Canton, MA  02021

               Attention:  Client Administration

     Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any 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.  The Company may from time to
time, and the Rights Agent shall, if the Company so directs, supplement or amend
this Agreement without the approval of any
                                       29
<PAGE> 39
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or to make any change to or delete any
provision hereof or to adopt any other provisions with respect to the Rights
which the Company may deem necessary or desirable; provided, however, that from
and after such time as any Person becomes an Acquiring Person, this Agreement
shall not be amended or supplemented in any manner which would adversely affect
the interests of the holders of Rights (other than an Acquiring Person and its
Affiliates and Associates).  Any supplement or amendment authorized by this
Section 27 will be evidenced by a writing signed by the Company and the Rights
Agent.

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

     Section  30.  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

     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
Commonwealth of Massachusetts and for all purposes shall be governed by and
construed in accordance with the laws of such Commonwealth applicable to
contracts to be made and performed entirely within such Commonwealth.

     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.
                                       31
<PAGE> 40

     Section 34.  Administration.  The Board of Directors of the Company shall
have the exclusive power and authority to administer and interpret the
provisions of this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors or the Company or as may be necessary or
advisable in the administration of this Agreement.  All such actions,
calculations, determinations and interpretations which are done or made by the
Board of Directors in good faith shall be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights and all other parties and
shall not subject the Board of Directors to any liability to the holders of the
Rights.




                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                       31
<PAGE> 41

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

Attest:                       AMERICAN POWER CONVERSION CORPORATION



/s/ Jeffrey J. Giguere             By:_/s/ Donald M. Muir____
Jeffrey J. Giguere                 Name:Donald M. Muir
Assistant Clerk                    Title: Chief Financial Officer


Attest:                            BANKBOSTON, N.A.



___________________________   By:___/s/ Katherine Anderson____________
                              Name: Katherine Anderson
                              Title: Managing Director

                                       32
<PAGE> 42
                                                                       EXHIBIT A
FORM OF RIGHT CERTIFICATE
Certificate No. R-                                     _______ Rights

NOT EXERCISABLE AFTER SEPTEMBER 2, 2009 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES,
RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

                                Right Certificate
                      AMERICAN POWER CONVERSION CORPORATION

     This certifies that _______________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of September 2, 1999 (the "Rights Agreement"), between
American Power Conversion Corporation, a Massachusetts corporation (the
"Company"), and BankBoston, N.A. (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., Boston, Massachusetts time, on
September 2, 2009, at the principal office of the Rights Agent, or at the office
of its successor as Rights Agent, the number of fully paid non-assessable shares
of Common Stock, par value $0.01 per share (the "Common Shares"), of the
Company, as set forth above at a purchase price of $110.00 per Common Share (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the certification and the Form of Election to Purchase duly executed.  The
number of Rights evidenced by this Right Certificate (and the number of Common
Shares, 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 ________
__, 1999, based on the Common Shares as constituted at such date.  As provided
in the Rights Agreement, the Purchase Price and the number of Common Shares
which may be purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events.

     From and after the occurrence of an event described in Section 11(a)(ii) of
the Rights Agreement, if the Rights evidenced by this Right Certificate are or
were at any time on or after the earlier of (x) the date of such event and (y)
the Distribution Date (as such term is defined in the Rights Agreement) acquired
or beneficially owned by an Acquiring Person or an Associate or Affiliate of an
Acquiring Person (as such terms are defined in the Rights Agreement), such
                                       33
<PAGE> 43
Rights shall become void, and any holder of such Rights shall thereafter have no
right to exercise such Rights.

     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 offices of the Rights Agent.

     This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, 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
Common 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, at the Company's option,
the Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $0.01 per Right or (ii) may be exchanged in whole or in part
for shares of the Company's Common Stock.

     No fractional Common Shares will be issued upon the exercise of any Right
or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

     No holder of this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Common 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.
                                       34
<PAGE> 44

     WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.  Dated as of September 2, 1999.


ATTEST:

                              AMERICAN POWER CONVERSION CORPORATION


                              By:


Countersigned:
BANKBOSTON, N.A.



By:
Name:
Title:
                                       35
<PAGE> 45
                    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
transfers unto _____________________
______________________________________________________________
(Please print name and address of transferee)

this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ____________________________,
Attorney, to transfer the within Right Certificate 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.
        -----------------------------------------------------------------

The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).

                              _________________________________
                              Signature

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


                                       36
<PAGE> 46
              Form of Reverse Side of Right Certificate  continued

                          FORM OF ELECTION TO PURCHASE

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

To  AMERICAN POWER CONVERSION CORPORATION:

     The undersigned hereby irrevocably elects to exercise ________________
Rights represented by this Right Certificate to purchase the Common Shares
issuable upon the exercise of such Rights and requests that certificates for
such Common Shares be issued in the name of:

Please insert social security
or other identifying number___________________________________________

_________________________________________________________________
(Please print name and address)
_________________________________________________________________

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

Please insert social security
or other identifying number___________________________________________

_________________________________________________________________
(Please print name and address)
_________________________________________________________________

_________________________________________________________________


Dated: _____________ ___, _____


                              _________________________________
                              Signature
Signature Guaranteed:

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.
                                       37

<PAGE> 47
              Form of Reverse Side of Right Certificate  continued
        -----------------------------------------------------------------

The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).


                              _________________________________
                              Signature

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

                                     NOTICE

     The signature in the foregoing Forms of Assignment and Election 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, the
Company and the Rights Agent will deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored.
                                       38
<PAGE> 48
                                                                       EXHIBIT B


                      AMERICAN POWER CONVERSION CORPORATION
                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON SHARES
Date of Adoption      September 2, 1999
Form of Distribution  A dividend of one Common share purchase
                      right (a "Right") for each outstanding
                      share of common stock, par value $0.01 per
                      share (the "Common Shares") outstanding on
                      the Record Date.
Record Date           September 13, 1999
Rights                Each Right entitles the registered holder
                      to purchase from the Company one share of
                      Common Stock, par value $0.01 per share
                      (the "Common Shares"), of the Company
Purchase Price        $110.00 per Common Share (the "Purchase
                      Price"), subject to adjustment.
Rights Agreement      The description and terms of the Rights
                      are set forth in a Rights Agreement (the
                      "Rights Agreement") between the Company
                      and BankBoston, N.A. (the "Rights Agent").
                                       39
<PAGE> 49

Transfers of Rights     Until the Distribution Date, the Rights
Prior to Distribution will be transferred only together with the
Date                  Common Shares and will be evidenced, with
                      respect to any of the Common Share
                      certificates outstanding as of the Record
                      Date, by the certificate evidencing such
                      Common Shares with a copy of this Summary
                      of Rights attached thereto.
                      Until the Distribution Date (or earlier
                      redemption or expiration of the Rights),
                      new Common Share certificates issued after
                      the Record Date or upon transfer or new
                      issuance of Common Shares 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 Common Shares outstanding
                      as of the Record Date, even without a
                      notation or a copy of this Summary of
                      Rights being attached thereto, will also
                      constitute the transfer of the Rights
                      associated with the Common Shares
                      represented by such certificate.
                                     Page 40

<PAGE> 50

Distribution Date     "Distribution Date" means the earlier to
                      occur of
                      -   the close of business on the 10th day
                         following a public announcement either
                         that a person or group of affiliated or
                         associated persons (an "Acquiring Person")
                         has acquired, or obtained the right to
                         acquire, beneficial ownership of 15% or
                         more of the outstanding shares of Common
                         Stock, or
                      -    the close of business on the 10th
                         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
                         commencement of a tender offer or exchange
                         offer that may result in a person or group
                         beneficially owning 15% or more of such
                         outstanding shares of Common Stock.
Transfers of Rights     As soon as practicable following the
After Distribution    Distribution Date, separate certificates
Date                  evidencing the Rights ("Right
                      Certificates") will be mailed to holders
                      of record of the Common Shares as of the
                      close of business on the Distribution Date
                      and such separate Right Certificates alone
                      will evidence the Rights.
Exercisability of     The Rights are not exercisable until the
Rights                Distribution Date.
Final Expiration Date The Rights will expire on September 2,
                      2009 (the "Final Expiration Date"), unless
                      the Final Expiration Date is extended or
                      unless the Rights are earlier redeemed by
                      the Company.
                                       41
<PAGE> 51

Adjustments to Purchase The Purchase Price payable, and the number
Price and Number of   of Common Shares or other securities or
Common Shares         property issuable, upon exercise of the
Issuable Upon         Rights are subject to adjustment from time
Exercise of Rights    to time in the following circumstances to
                      prevent dilution.
                      -   in the event of a stock dividend on,
                         or a subdivision, combination or
                         reclassification of, the Common Shares,
                      -    upon the grant to holders of the
                         Common Shares of certain rights or
                         warrants to subscribe for or purchase
                         Common Shares at a price less than the
                         then current market price of the Common
                         Shares,
                      -    upon the grant to holders of the
                         Common Shares of certain rights or
                         warrants to subscribe for or purchase
                         securities convertible into Common Shares
                         with a conversion price less than the then
                         current market price of the Common Shares,
                         or
                      -    upon the distribution to holders of
                         the Common Shares of evidences of
                         indebtedness or assets or of subscription
                         rights or warrants (other than those
                         referred to above).

Rights Owned by         From and after the occurrence of an event
Acquiring Person or   described in Section 11(a)(ii) of the
Affiliate Void        Rights Agreement, if the Rights evidenced
                      by a Right Certificate are or were at any
                      time on or after the earlier of
                      -    the date of such event, and
                      -    the Distribution Date (as such term
                         is defined in the Rights Agreement)
                      acquired or beneficially owned by an
                      Acquiring Person or an Associate or
                      Affiliate of an Acquiring Person (as such
                      terms are defined in the Rights
                      Agreement), such Rights shall become void,
                      and any holder of such Rights shall
                      thereafter have no right to exercise such
                      Rights.
                                       42
<PAGE> 52

Flip-in                 In the event that any person becomes an
                      Acquiring Person, proper provision shall
                      be made so that each holder of a Right,
                      other than Rights beneficially owned by
                      the Acquiring Person and its Affiliates
                      and Associates (which will thereafter be
                      void), will thereafter have the right to
                      receive upon exercise that number of
                      Common Shares having a market value of two
                      times the aggregate exercise price of the
                      Right.
                      For example, at an exercise price of
                      $110.00, each Right not owned by an
                      Acquiring Person (or by certain related
                      parties) following an event set forth in
                      the preceding paragraph would entitle its
                      holder to purchase $220.00 worth of Common
                      Stock (or other consideration, as noted
                      below) for $110.00.  Assuming that the
                      Common Stock has a per share value of
                      $20.00 at such time, the holder of each
                      valid Right would be entitled to
                      purchase eleven  shares of Common Stock
                      for $110.00.
Insufficient Common     If the Company does not have sufficient
Shares to Satisfy     Common Shares to satisfy such obligation
Flip-in Rights        to issue Common Shares, or if the Board of
                      Directors so elects, the Company shall
                      deliver upon payment of the exercise price
                      of a Right an amount of cash or securities
                      equivalent in value to the Common Shares
                      issuable upon exercise of a Right;
                      provided that, if the Company fails to
                      meet such obligation within 30 days
                      following the later of (x) the first
                      occurrence of an event triggering the
                      right to purchase Common Shares and (y)
                      the date on which the Company's right to
                      redeem the Rights expires, the Company
                      must deliver, upon exercise of a Right but
                      without requiring payment of the exercise
                      price then in effect, Common Shares (to
                      the extent available) and cash equal in
                      value to the difference between the value
                      of the Common Shares otherwise issuable
                      upon the exercise of a Right and the
                      exercise price then in effect.  The Board
                      of Directors may extend the 30-day period
                      described above for up to an additional 60
                      days to permit the taking of action that
                      may be necessary to authorize sufficient
                      additional Common Shares to permit the
                      issuance of Common Shares upon the
                      exercise in full of the Rights.
                                       43
<PAGE> 53

Flip-over               In the event that, at any time after a
                      Person becomes 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 will
                      thereafter have the right to receive, upon
                      the exercise thereof at the then current
                      exercise price of the Right, that number
                      of shares of common stock of the acquiring
                      company which at the time of such
                      transaction will have a market value of
                      two times the aggregate exercise price of
                      the Right.
Exchange of Rights for  At any time after any Person becomes an
Common Shares         Acquiring Person and prior to the
                      acquisition by any person or group of a
                      majority of the outstanding Common Shares,
                      the Board of Directors of the Company may
                      exchange the Rights (other than Rights
                      owned by such person or group which have
                      become void), in whole or in part, at an
                      exchange ratio of one Common Share per
                      Right (subject to adjustment).
Fractional Shares;      No fractional Common Shares will be issued
Small Adjustments     and in lieu thereof, an adjustment in cash
                      will be made based on the market price of
                      the Common Shares on the last trading day
                      prior to the date of exercise.
                      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.
Redemption of Rights    At any time prior to the time any person
                      becomes an Acquiring Person, the Board of
                      Directors of the Company may redeem the
                      Rights in whole, but not in part, at a
                      price of $0.01 per Right (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.  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.
                                       44
<PAGE> 54

Amendments              Any of the provisions of the Rights
                      Agreement may be amended by the Board of
                      Directors of the Company in order to cure
                      any ambiguity, to correct or supplement
                      any provision contained in the Rights
                      Agreement which may be defective or
                      inconsistent with any other provision in
                      the Rights Agreement or to make any change
                      or to delete any provision of the Rights
                      Agreement or to adopt any other provisions
                      with respect to the Rights which the
                      Company may deem necessary or desirable;
                      provided, however, that from and after
                      such time as any person becomes an
                      Acquiring Person, the Rights Agreement
                      shall not be amended or supplemented in
                      any manner which would adversely affect
                      the interests of the holders of Rights
                      (other than an Acquiring Person and its
                      Affiliates and Associates).
No Rights as a          Until a Right is exercised, the holder
Shareholder           thereof, as such, will have no rights as a
                      shareholder of the Company, including,
                      without limitation, the right to vote or
                      to receive dividends.
Additional Information  A copy of the Rights Agreement has been
                      filed with the Securities and Exchange
                      Commission as an exhibit to a Current
                      Report on Form 8-K dated September 3,
                      1999.  A copy of the Rights Agreement is
                      available free of charge from the Company.
                      This summary description of the Rights
                      does not purport to be complete and is
                      qualified in its entirety by reference to
                      the Agreement, which is hereby
                      incorporated herein by reference.

                                       55

<PAGE> 55

                                             EXHIBIT 99


For Immediate Release


 American Power Conversion Corporation's Board of Directors Adopts `Shareholder
                                  Rights Plan'

WEST KINGSTON, R.I. -- September 3, 1999 -- American Power Conversion
Corporation's (NASDAQ:APCC) Board of Directors today announced that it has
adopted a shareholder rights plan to help protect investors against potential
hostile takeover attempts that are coercive or unfair.  According to analyst
estimates, more than 1,400 public companies have adopted shareholder rights
plans since January 1, 1997.
     "The implementation of a shareholder rights plan will enable the Board of
Directors, on behalf of its shareholders, to maximize long-term shareholder
value by providing a vehicle in which the Board is actively involved in
negotiating any potential takeover situations," explained Rodger B. Dowdell,
Jr., APC's president and CEO.  "The time and flexibility provided by a rights
plan is essential to obtaining the best potential return for shareholders."
     Under the Plan, common stock purchase rights will be distributed as a
dividend at the rate of one Right per each share of Common Stock held at the
close of business on September 13, 1999.  The Rights will be exercisable only if
a person or group acquires or announces a tender or exchange offer that would
result in such person or group owning 15 percent or more of the Common Stock of
the Company.  In the event a Right becomes exercisable, the Plan allows APC
shareholders to purchase, at an exercise price of  $110 per Right, Common Stock
of the Company having a market value of $220.
     The Company will generally be entitled to redeem the Rights at $.01 per
Right at anytime until a person or group has acquired a 15 percent stock
position.
     A summary of the Rights containing additional details on the plan will be
mailed to shareholders of record on or shortly after September 13, 1999.  The
Rights will expire

<PAGE>56
on September 2, 2009 unless earlier redeemed or exchanged.  The initial
distribution of Rights is not taxable to shareholders.

Safe Harbor Provision
Statements contained in this press release which are not historical facts may
constitute forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995.  All forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
from those projected. The factors that could cause actual results to differ
materially include the following:  A variance in the actual versus estimated
charge associated with organizational changes; APC's ability to successfully
integrate Silcon's operations; the timely development and acceptance of new
products; ramp up, expansion and rationalization of global manufacturing
capacity; general worldwide economic conditions; growth rates in the power
protection industry and related industries, including but not limited to the PC,
server, networking and enterprise hardware industries; competitive factors and
pricing pressures; changes in product mix; changes in the seasonality of demand
patterns; inventory risks due to shifts in market demand; the effects of any
other possible acquisitions; component constraints and shortages; risk of
nonpayment of accounts receivable; changes in customer order patterns and
product demand related to year 2000 purchasing issues; impact on the Company's
business due to internal systems or systems of suppliers and other third parties
adversely affected by year 2000 problems; the uncertainty of the litigation
process including risk of an unexpected, unfavorable result of current or future
litigation; and the risks described from time to time in the Company's filings
with the Securities and Exchange Commission.

About American Power Conversion
     Founded in 1981, American Power Conversion (NASDAQ: APCC) is a leading
provider of global, end-to-end power protection products and services, which
include surge suppressors, uninterruptible power supplies (UPS), power
conditioning equipment, related software, and professional and consulting
services for Nonstop NetworkingT.   APC's comprehensive solutions, which are
designed for both home and corporate
<PAGE> 57
environments, improve the manageability, availability and performance of
sensitive electronic, network, communications and industrial equipment of all
sizes.  APC, which is headquartered in West Kingston, Rhode Island, reported
sales of $1.126 billion for the year ended December 31, 1998.
     All trademarks are the property of their owners.  Additional information
about APC and its global end-to-end solutions can be found by accessing the APC
World Wide Web site at www.apcc.com or by calling 800-877-4080.
                                      # # #
For more information contact:
Investors:
Donald M. Muir, chief financial officer, 800 788 2208 ext. 2105
Deborah K. Grey, investor relations manager, 800 788 2208 ext. 2994,
dgrey@apcc.com

Media:
Jodi Kennedy, director of media relations, 800 788 2208 ext. 2158,
jkennedy@apcc.com
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 140160}]
{"company-data": {"conformed-name": "AMERICAN POWER CONVERSION CORPORATION", "cik": "0000835910", "assigned-sic": "3620", "irs-number": "042722013", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12432", "film-number": "99706404"}, "business-address": {"street1": "132 FAIRGROUNDS RD", "city": "WEST KINGSTON", "state": "RI", "zip": "02892", "phone": "4017895735"}, "mail-address": {"street1": "132 FAIRGROUNDS ROAD", "city": "WEST KINGSTON", "state": "RI", "zip": "02892"}}
1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                          ____________________________

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                             AMERICAN POWER CONVERSION CORPORATION
              (Exact name of registration as specified in charter)

     Date of Report   (Date of earliest event reported):   September 2, 1999

   Massachusetts          1-12432            04-2722013
  (State or other       (Commission         (IRS Employer
  jurisdiction of      File Number)      Identification No.)
  incorporation)

     132 Fairgrounds Road, West Kingston, Rhode Island  02892
     (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code  401-789-5735

                            Not Applicable
         (Former name or former address, if changed since last report.)
2

Item 5.  Other Events.

   On September 2, 1999, the Board of Directors of American Power Conversion
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, $.01 par value per share (the "Common
Stock") of the Company to stockholders of record of the Company at the close of
business on September 13, 1999 (the "Record Date").  Each Right entitles the
registered holder to initially purchase from the Company one share of Common
Stock at a purchase price of $110, subject to adjustment (the "Purchase Price").
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent, a
copy of which is filed as Exhibit 4.1 hereto.

   Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificates representing
the Rights (the "Rights Certificates") will be distributed.  The Rights will
separate from the Common Stock and a distribution date will occur upon the
earlier of (i) 10 days following a public announcement that a Person (as defined
herein), who or which together with all Affiliates (as defined below) or
Associates (as defined below) of such Person (collectively, an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
more than 15% of the outstanding shares of Common Stock and (ii) 10 business
days following the commencement of a tender offer or exchange offer that may
result in a person or group beneficially owning 15% or more of such outstanding
shares of Common Stock (the "Distribution Date").  A "Person" shall mean any
individual, firm, corporation, partnership, limited partnership, limited
liability partnership, business trust, limited liability company, unincorporated
association or other entity, and shall include any successor (by merger or
otherwise) of such entity.  "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended, as in
effect on the date of this filing.

   Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after September 13, 1999
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.  Pursuant to the Rights Agreement,
the Company reserves the right to require that, upon any exercise of Rights, a
number of Rights may be exercised so that only whole shares of Common Stock will
be issued.

   The Rights are not exercisable until the Distribution Date and will expire at
the close of business on September 2, 2009 unless earlier redeemed by the
Company as described below.
3

   As soon as practicable after the Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights.  Except as otherwise determined by the Board of
Directors and except in connection with shares of Common Stock issued upon the
exercise of employee stock options, issuances under other employee stock benefit
plans or upon the conversion of convertible securities issued prior to the
Distribution Date, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.

   In the event at any time following the Distribution Date a Person shall
become an Acquiring Person (a "Triggering Event"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right, or, if the Company
has not made adequate provision to deliver value to such holder or otherwise
satisfied such obligation as set forth above within 30 days following the later
of (x) the first occurrence of an event triggering the right to purchase Common
Stock and (y) the date on which the Company's right to redeem the Rights
expires, the Company must deliver, upon exercise of a Right, but without
requiring payment of the exercise price then in effect, Common Stock (to the
extent available) and cash equal in value to the difference between the value of
the Common Stock otherwise issuable upon the exercise of a Right and the
exercise price then in effect.  The Board of Directors may extend the 30-day
period described above for up to an additional 60 days to permit the taking of
action that may be necessary to authorize sufficient additional shares of Common
Stock to permit the issuance of shares of Common Stock upon the exercise in full
of the Rights.

   From and after the occurrence of a Triggering Event, if the Rights evidenced
by a Right Certificate are or were at any time on or after the earlier of (a)
the date of such Triggering Event, and (b) the Distribution Date acquired or
beneficially owned by an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, such Rights shall become void, and any holder of such Rights
shall thereafter have no right to exercise such Rights.

   In the event that, at any time following the date a Person becomes an
Acquiring Person, directly or indirectly, (i) the Company is acquired in a
merger or other business combination transaction or (ii) 50% or more of its
consolidated assets or earning power are sold, proper provision will be made so
that each holder of a Right (except Rights which previously have been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
aggregate exercise price of the Right.

   At any time after any Person becomes an Acquiring Person and prior to the
acquisition by any person or group of a majority of the outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than
4

Rights owned by such person or group which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).

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

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

   In general, at any time prior to the time any Person becomes an Acquiring
Person, the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right (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.  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.

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

   Any of the provisions of the Rights Agreement may be amended by the Board of
Directors of the Company in order to cure any ambiguity, to correct or
supplement any provision contained in the Rights Agreement which may be
defective or inconsistent with any other provision in the Rights Agreement or to
make any change or to delete any provision of the Rights Agreement or to adopt
any other provisions with respect to the Rights which the Company may deem
necessary or desirable; provided, however, that from and after such time as any
person becomes an Acquiring Person, the Rights Agreement shall not be amended or
supplemented in any manner which would adversely
5

affect the interests of the holders of Rights (other than an Acquiring Person
and its Affiliates and Associates).

Item 7.       Financial Statements and Exhibits

     (c)  Exhibits.

          Exhibit No.                        Exhibit

               4.1               Rights Agreement, dated as of
                                 September 2, 1999, between
                                 American Power Conversion
                                 Corporation and BankBoston,
                                 N.A., which includes as Exhibit
                                 A the Form of Rights
                                 Certificate, and as Exhibit B
                                 the Summary of Rights to
                                 Purchase Common Stock.

               99                Press Release, dated September
                                 3, 1999 announcing adoption of
                                 the Stockholder Rights Plan.
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              AMERICAN POWER CONVERSION
                              CORPORATION

Dated:  September 3, 1999     By: /s/ Donald M. Muir
                                   Donald M. Muir, Chief Financial
                                   Officer
7

                                  EXHIBIT INDEX

          Exhibit No.                        Exhibit

               4.1               Rights Agreement, dated as of
                                 September 2, 1999, between
                                 American Power Conversion
                                 Corporation and BankBoston,
                                 N.A., which includes as Exhibit
                                 A the Form of Rights
                                 Certtificate, and as Exhibit B
                                 the Summary of Rights to
                                 Purchase Common Stock.

               99                Press Release, dated September
                                 3, 1999 announcing adoption of
                                 the Stockholder Rights Plan.
8

                                                  EXHIBIT 4.1

        _________________________________________________________________

                      AMERICAN POWER CONVERSION CORPORATION

                                       and

                                BANKBOSTON, N.A.

                                 as Rights Agent

                                   __________

                                RIGHTS AGREEMENT

                          Dated as of September 2, 1999

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

EXHIBITS:

Exhibit A Form of Rights Certificate
Exhibit B Summary of Rights to Purchase Common Shares

                                       ii
11
                                RIGHTS AGREEMENT

     Agreement, dated as of September 2, 1999,  between American Power
Conversion Corporation, a Massachusetts corporation (the "Company"), and
BankBoston, N.A., a national banking association (the "Rights Agent").

     The Board of Directors of the Company has authorized and declared a
dividend of one common share purchase right (a "Right") for each share of common
stock, par value $0.01 per share, of the Company (a "Common Share") outstanding
on the Close of Business on September 13, 1999 (the "Record Date") and has
authorized the issuance of one Right with respect to each additional Common
Share that shall become outstanding between the Record Date and the earliest of
the Close of Business on the Distribution Date, the Redemption Date or the Close
of Business on the Final Expiration Date, each Right representing the right to
purchase one Common Share (as hereinafter defined), or such different amount
and/or kind of securities as shall be hereinafter provided.

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

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

     "Acquiring Person" shall mean any Person who or which, together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner of 15%
or more of the Common Shares of the Company then outstanding.  Notwithstanding
the foregoing, (1) no Person shall become an "Acquiring Person" as the result of
an acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall so become the Beneficial
Owner of 15% or more of the Common Shares of the Company then outstanding by
reason of an acquisition of Common Shares by the Company and shall, after such
acquisition of shares by the Company, become the Beneficial Owner of an
additional 1% of the outstanding Common Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person"; and (2) if the Board of Directors
of the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing provisions of this
paragraph, has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this paragraph, then such Person shall not be deemed to have become an
"Acquiring Person" for any purposes of this Agreement.

     "Affiliate" and "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect
on the date of this Agreement.
                                        1
12

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

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

          (ii) that 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), written or otherwise, or upon the exercise of
     conversion rights, exchange rights, rights (other than the Rights),
     warrants or options, or otherwise; provided, however, that a Person shall
     not be deemed to be the Beneficial Owner of, or to beneficially own,
     securities tendered pursuant to a tender or exchange offer made pursuant
     to, and in accordance with, the applicable rules and regulations
     promulgated under the Exchange Act by or on behalf of such Person or any of
     such Person's Affiliates or Associates until such tendered securities are
     accepted for purchase or exchange; 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 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)     that 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), written
     or otherwise, for the purpose of acquiring, holding, voting (except to the
     extent contemplated by the proviso to section (B) of the immediately
     preceding paragraph (ii)) or disposing of any securities of the Company.

     Notwithstanding anything in this definition of Beneficial Ownership to the
contrary, the phrase "then outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such Person would be
deemed to own beneficially hereunder.
                                        2
13

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

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

     "Common Shares" when used with reference to the Company shall mean the
shares of common stock, par value $0.01 per share, of the Company.  "Common
Shares" when used with reference to any Person other than the Company shall mean
the capital stock (or 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.

     "Common Stock Equivalents" shall have the meaning set forth in Section
11(a)(iii)(B)(3) hereof.

     "Current Value" shall have the meaning set forth in Section
11(a)(iii)(A)(1) hereof.

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

     "Equivalent Common Shares" shall have the meaning set forth in Section
11(b) hereof.

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

     "Final Expiration Date" shall mean September 2, 2009.

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

     "Purchase Price" shall have the meaning set forth in Section 7(b) hereof.

     "Redemption Date" shall have the meaning set forth in Section 23(b) hereof.

     "Right Certificate" shall mean a certificate evidencing a Right in
substantially the form of Exhibit B hereto.

     "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in
Section 11(a)(iii) hereof.
                                        3
14

     "Shares Acquisition Date" shall mean the earlier of the date of (i) the
public announcement by the Company or an Acquiring Person that an Acquiring
Person has become such or (ii) the public disclosure of facts by the Company or
an Acquiring Person indicating that an Acquiring Person has become such.

     "Spread" shall have the meaning set forth in Section 11(a)(iii)(A) hereof.

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

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

     "Summary of Rights" shall mean the Summary of Rights to Purchase Common
Shares in substantially the form of Exhibit B hereto.

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

     Section 2.  Appointment of Rights Agent.  The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of the Common 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, upon ten (10) days' prior written notice to the Rights Agent.  The
Rights Agent shall have no duty to supervise, and shall in no event be liable
for, the acts or omissions of any such co-Rights Agent.

     Section 3.  Issue of Right Certificates.

          (a)  Until the earlier of (i) the Close of Business on the tenth day
after the Shares Acquisition Date or (ii) the Close of Business on the tenth
Business Day (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for or pursuant to
the terms of any such plan) of, or of the first public announcement of the
intention of any Person (other than any of the Persons referred to in the
preceding parenthetical) to commence, a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial Owner
of Common Shares aggregating 15% or more of the Common Shares of the Company
then outstanding (such date being herein referred to as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of Section
3(b) hereof) by the certificates for Common
                                        4
15

Shares registered in the names of the holders thereof (which certificates shall
also be deemed to be Right Certificates) and not by separate Right Certificates,
and (y) the right to receive Right Certificates will be transferable only in
connection with the transfer of Common Shares.  As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of

Common Shares as of the Close of Business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right Certificate
evidencing one Right for each

Common 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 the Summary of Rights by first-class, postage-
prepaid mail, to each record holder of Common Shares as of the Close of Business
on the Record Date, at the address of such holder shown on the records of the
Company.  With respect to certificates for Common Shares outstanding as of the
Record Date, until the Close of Business on the Distribution Date, the Rights
will be evidenced by such certificates registered in the names of the holders
thereof together with a copy of the Summary of Rights attached thereto.  Until
the Close of Business on the Distribution Date (or the earlier of the Redemption
Date or the Close of Business on the Final Expiration Date), the surrender for
transfer of any certificate for Common Shares outstanding on the Record Date,
with or without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the Common Shares
evidenced thereby.

          (c)  Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date but prior to the earliest
of the Close of Business on the Distribution Date, the Redemption Date or the
Close of Business on 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 American Power Conversion Corporation and
          BankBoston, N.A., dated as of September 2, 1999 (the "Rights
          Agreement"), the terms of which are hereby incorporated
          herein by reference and a copy of which is on file at the
          principal executive offices of American Power Conversion
          Corporation.  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. American Power Conversion Corporation will
          mail to the holder of this certificate a copy of the Rights
          Agreement without charge after receipt of a written request
          therefor.  Under
                                        5
16

          certain circumstances, Rights that are or were acquired or
          beneficially owned by Acquiring Persons (as defined in the
          Rights Agreement) may become null and void.

With respect to such certificates containing the foregoing legend, until the
Close of Business on the Distribution Date, the Rights associated with the
Common Shares represented by certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any such certificate shall
also constitute the transfer of the Rights associated with the Common Shares
represented

thereby.  In the event that the Company purchases or acquires any Common Shares
after the Record Date but prior to the Close of Business on the Distribution
Date, any Rights associated with such Common Shares shall be deemed canceled and
retired so that the Company shall not
be entitled to exercise any Rights associated with the Common Shares which are
no longer outstanding.

     Section 4.  Form of Right Certificates.  The Right Certificates (and the
forms of election to purchase Common Shares and of assignment to be printed on
the reverse thereof) shall be substantially the same as 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 any stock exchange on which the Rights
may from time to time be listed, or to conform to usage.  Subject to the other
provisions of this Agreement, the Right Certificates shall entitle the holders
thereof to purchase such number of Common Shares as shall be set forth therein
at the Purchase Price, but the number of Common Shares and the Purchase Price
shall be subject to adjustment as provided herein.

     Section 5.  Countersignature and Registration.  The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer; any of its
Vice Presidents, or its Treasurer, either manually or by facsimile signature,
shall have affixed thereto the Company's seal or a facsimile thereof, and shall
be attested by the Clerk or any Assistant Clerk of the Company, either manually
or by facsimile signature.  The Right Certificates shall be countersigned by the
Rights Agent and shall not be valid for any purpose unless so countersigned,
either manually or by facsimile.  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,
                                        6
17
although at the date of the execution of this Rights Agreement any such person
was not such an officer.

     Following the Distribution Date, the Rights Agent will keep or cause to be
kept, at its principal office, books for registration of the 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 Page 18

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

          (a)  Subject to the provisions of Section 14 hereof, at any time after
the Close of Business on the Distribution Date, and prior to the earlier of the
Redemption Date or the Close of Business on the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of Common Shares 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 principal office of the Rights Agent.  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 for any tax or governmental
charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.

          (b)  Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a 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.

                                        7
18

          (a)  The registered holder of any Right Certificate (other than a
holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or
have been exchanged pursuant

to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in
part at any time after the Distribution Date 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 its principal office, together with
payment of the Purchase Price for each Common Share as to which the Rights are
exercised, prior to the earliest of (i) the Close of Business on the Final
Expiration Date, (ii) the time at which the right to exercise the Rights
terminates pursuant to Section 23 hereof, or (iii) the time at which the right
to exercise the Rights terminates pursuant to Section 24 hereof.

          (b)  The purchase price for each Common Share to be purchased upon the
exercise of a Right shall initially be One Hundred Ten Dollars ($110.00) (the
"Purchase Price"), 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) below.

          (c)  Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and certificate duly executed,
accompanied by payment of the Purchase Price for the number of Common Shares 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
by cash, 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 Common Shares certificates for the number of Common
Shares to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) requisition from any
depositary agent for the Common Shares depositary receipts representing such
number of Common Shares as are to be purchased (in which case certificates for
the Common Shares represented by such receipts shall be deposited by the
transfer agent with the depositary agent) and the Company hereby directs the
depositary agent to comply with such request, (ii) when appropriate, requisition
from the Company the amount of cash to be paid in lieu of issuance of fractional
Common Shares in accordance with Section 14 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder and (iv) when appropriate,
after receipt, deliver such cash to or upon the order of the registered holder
of such Right Certificate.

                                        8
19
          (d)  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 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 upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) completed and signed the certificate following the form of election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

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

     Section 9.  Status and Availability of Common Shares.
          (a)  The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Common Shares delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such
Common Shares (subject to payment of the Purchase Price), be duly and validly
authorized and issued and fully paid and non-assessable shares.
                                        9
20
          (b)  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 Common Shares 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
issuance or delivery of certificates or depositary receipts for the Common
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Common Shares upon the exercise of
any Rights until any such tax shall have been paid (any such tax being payable
by the 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.  Common Shares Record Date.  Each person in whose name any
certificate for Common Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Common 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.  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 Common Shares for which the
Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

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

          (a)  (i)  In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Common Shares payable in Common
Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding
Common Shares into a smaller number of Common Shares or (D) issue any shares of
its capital stock in a reclassification of the Common Shares (including any such
reclassification in connection with a
                                       10
21
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the Purchase
Price in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such
date, he would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification; provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right.

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

     From and after the occurrence of such an event, any Rights that are or were
acquired or beneficially owned by such Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) on or after the earlier of (x) the date of
such event and (y) the Distribution Date shall be void and any holder of such
Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement.  No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or
Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence or any Associate
or Affiliate thereof shall be canceled.
                                       11
22
               (iii)     In the event that the number of Common Shares which are
authorized by the Company's articles of organization and not outstanding or
subscribed for, or reserved or otherwise committed for issuance for purposes
other than upon exercise of the Rights, are not sufficient to permit the holder
of each Right to purchase the number of Common Shares to which he would be
entitled upon the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii) of paragraph (a) of this Section 11, or should the
Board of Directors so elect, the Company shall:  (A) determine the excess of (1)
the value of the Common Shares issuable upon the exercise of a Right (calculated
as provided in the last sentence of this subparagraph (iii)) pursuant to Section
11(a)(ii) hereof (the "Current Value") over (2) the Purchase Price (such excess,
the "Spread"), and (B) with respect to each Right, make adequate provision to
substitute for such Common Shares, upon payment of the applicable Purchase
Price, any one or more of the following having an aggregate value determined by
the Board of Directors to be equal to the Current Value:  (1) cash, (2) a
reduction in the Purchase Price, (3) Common Shares or other equity securities of
the Company (including, without limitation, shares, or units of shares, of
preferred stock which the Board of Directors of the Company has determined to
have the same value as shares of Common Stock (such shares of preferred stock,
"common stock equivalents")), (4) debt securities of the Company, or (5) other
assets; provided, however, if the Company shall not have made adequate provision
to deliver value pursuant to clause (B) above within thirty (30) days following
the first occurrence of an event triggering the rights to purchase Common Shares
described in Section 11(a)(ii) (the "Section 11(a)(ii) Trigger Date"), then the
Company shall be obligated to deliver subject to applicable law, upon the
surrender for exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and then, if necessary,
cash, which shares and cash have an aggregate value equal to the Spread.  If the
Board of Directors of the Company shall determine in good faith that it is
likely that sufficient additional Common Shares could be authorized for issuance
upon exercise in full of the Rights, the thirty (30) day period set forth above
may be extended to the extent necessary, but not more than ninety (90) days
after the Section 11(a)(ii) Trigger Date, in order that the Company may seek
shareholder approval for the authorization of such additional shares (such
period, as it may be extended, the "Substitution Period").  To the extent that
the Company determines that some action need be taken pursuant to the first
and/or second sentences of this Section 11(a)(iii), the Company (x) shall
provide, subject to Section 7(e) hereof and the last paragraph of Section
11(a)(ii) hereof, that such action shall apply uniformly to all outstanding
Rights, and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek any authorization of
additional shares and/or to decide the appropriate form of distribution to be
made pursuant to such first sentence and to determine the value thereof.  In the
event of any such suspension, the Company shall make a public announcement, and
shall deliver to the Rights Agent a statement, stating that
                                       12
23

the exercisability of the Rights has been temporarily suspended.  At such time
as the suspension is no longer in effect, the Company shall make another public
announcement, and deliver to the Rights Agent a statement, so stating.  For
purposes of this Section 11(a)(iii), the value of the Common Shares shall be the
current per share market price (as determined pursuant to Section 11(d) hereof)
of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any
common stock equivalent shall be deemed to have the same value as the Common
Shares on such date.

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

          (c)  In case the Company shall fix a record date for the making of a
distribution to all holders of the Common 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
Common Shares) or subscription rights or warrants (excluding those
                                       13
24
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 Common Shares 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 Common Share and the denominator of which shall be such
current per share market price of the Common Shares; provided, however, that in
no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
to be issued upon exercise of one Right.  Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

          (d)  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)) 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 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 Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the Security is
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other
system then in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Security selected by the
Board of Directors 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.
                                       14
25

          (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 Common Share or one ten-
thousandth of any other share or security as the case may be.  Notwithstanding
the first sentence of this Section 11(e), any adjustment required by this
Section 11 shall be made no later than three years from the date of the
transaction which requires such adjustment.

          (f)  If as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Common Shares, the
number of such other shares so receivable upon exercise of any Right shall
thereafter 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 Common
Shares contained in Section 11(a) through (c), inclusive, and the provisions of
Sections 7, 9, 10 and 13 with respect to the Common 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 Common Shares
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 Common Shares
(calculated to the nearest Common Share) obtained by (i) multiplying (x) the
number of shares covered by a Right immediately prior to this adjustment by (y)
the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.

          (i)  The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights in substitution for any
adjustment in the number of Common Shares 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 Common Shares 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 hundred-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
                                       15
26
adjustment, and, if known at the time, the amount of the adjustment to be made.
This record datemay be the date on which the Purchase Price is adjusted or any
day thereafter, but, if the Right Certificates have been distributed, shall be
at least 10 days later than the date of the public announcement.  If Right
Certificates have been distributed, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of 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 to be so 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 Common Shares 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 Common Shares 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 of the Common Shares issuable upon
exercise of the Rights, the Company shall take any corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and non-assessable Common 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 Common Shares and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Common Shares and other capital
stock or securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

          (m)  Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any (i) combination or subdivision of the Common Shares, (ii)
issuance wholly for cash of any Common Shares at less than the current market
price, (iii) issuance wholly for cash of Common Shares or securities which by
their terms are convertible into or exchangeable for Common Shares, (iv)
dividends on Common Shares payable in Common Shares or (v) issuance of any
rights, options or warrants referred to hereinabove in
                                       16
27

Section 11, hereafter made by the Company to holders of its Common Shares shall
not be taxable to such shareholders.

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

     Section 12.  Certificate of Adjustment.  Whenever an adjustment is made as
provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment, and a brief statement of the facts
accounting for such adjustment, (b) file with the Rights Agent and with each
transfer agent for the Common Shares or the Common Shares a copy of such
certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof.  The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein
contained.

     Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning
Power.
In the event that, at any time after a Person becomes an Acquiring Person,
directly or indirectly, (i) the Company shall consolidate with, or merge with
and into, any other Person, (ii) any Person shall consolidate with the Company,
or merge with and into the Company and the Company shall be the continuing or
surviving corporation of such merger and, in connection with such merger, all or
part of the Common Shares shall be changed into or exchanged for stock or other
securities of any other Person (or 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, and in
each such case, proper provision shall be made so that (A) each holder of a
Right (except as otherwise provided herein) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of Common Shares for which a Right is
                                       18
28
then exercisable, in accordance with the terms of this Agreement and in lieu of
Common Shares, such number of Common Shares of such other Person (including the
Company as successor thereto or as the surviving corporation) as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the number
of Common Shares for which a Right is then exercisable and dividing that product
by (y) 50% of the then current per share market price of the Common Shares of
such other Person (determined pursuant to Section 11(d) hereof) on the date of
consummation of such consolidation, merger, sale or transfer; (B) the issuer of
such Common Shares 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 issuer; and (D) such issuer shall take
such steps in connection with such consummation as may be necessary to assure
that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the Common Shares thereafter deliverable upon
the exercise of the Rights.  The Company covenants and agrees that it shall not
consummate any such consolidation, merger, sale or transfer unless prior thereto
the Company and such issuer shall have executed and delivered to the Rights
Agent a supplemental agreement so providing.  The Company shall not enter into
any transaction of the kind referred to in this Section 13 if at the time of
such transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights.  The provisions of this Section
13 shall similarly apply to successive mergers or consolidations or sales or
other transfers.  For purposes hereof, the "earning power" of the Company and
its Subsidiaries shall be determined in good faith by the Company's Board of
Directors on the basis of the operating earnings of each business operated by
the Company and its Subsidiaries during the three fiscal years preceding the
date of such determination (or, in the case of any business not operated by the
Company or any Subsidiary during three full fiscal years preceding such date,
during the period such business was operated by the Company or any Subsidiary).

     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
                                       19
29
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Rights are not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted to trading or, if
the Rights are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use or, if on any such date the Rights are not
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the Rights
selected by the Board of Directors of the Company.  If on any such date no such
market maker is making a market in the Rights, the fair value of the Rights on
such date as determined in good faith by the Board of Directors of the Company
shall be used.

          (b)  The Company shall not be required to issue fractions of Common
Shares upon exercise of the Rights or to distribute certificates which evidence
fractional Common Shares.  In lieu of fractional Common Shares, the Company
shall pay to each registered holder 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 Common Share as the fraction of one
Common Share that such holder would otherwise receive upon the exercise of the
aggregate number of rights exercised by such holder.  For the purposes of this
Section 14(b), the current market value of a Common Share shall be the closing
price of a Common Share (as determined pursuant to the second sentence of
Section 11(d) hereof) for the Trading Day immediately prior to the date of such
exercise.

          (c)  The holder of a Right by the acceptance of the Right expressly
waives any right to receive fractional Rights or 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
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares) may, without the consent of the
Rights Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), on his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate 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.
                                       20
30

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 Common Shares;

          (b)  after the Distribution Date, the Right Certificates are
transferable only on the registry books maintained by the Rights Agent if
surrendered at the principal office of the Rights Agent, duly endorsed or
accompanied by a proper instrument of transfer with a completed form of
certification; and

          (c)  the Company and the Rights Agent may deem and treat the person in
whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated Common Shares
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 Common 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 Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

     Section 18.  Concerning the Rights Agent.  The Company agrees to pay to the
Rights Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable expenses
and counsel fees and other 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
gross negligence, bad faith or willful misconduct on
                                       21
31
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 or liability in
connection therewith.

     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 Common Shares or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons.

     Section 19.  Merger or Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the corporate trust
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided 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.

     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.
                                       22
32

     Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations expressly set forth in this Agreement and no implied
duties or obligations shall be read into this Agreement against the Rights
Agent.  The Rights Agent shall perform those duties and obligations 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 Chairman of the Board, the
President, a Vice President, the Treasurer or the Clerk of the Company and
delivered to the Rights Agent; and such certificate shall be full authorization
to the Rights Agent for any action taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

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

          (d)  The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except as to 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 adjustment required under the provisions of Sections 11
or 13 hereof or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after actual notice of any such adjustment); nor shall it by
any act hereunder be deemed to make any representation or warranty as to the
authorization or
                                       23
33
reservation of any shares of Common Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Common Shares will, when
so issued, be validly authorized and issued, fully paid and nonassessable.

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

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

          (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.

     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 Common Shares by registered or certified mail, and 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 Common Shares by registered or certified mail, and to the holders
of the Right Certificates by first-class mail.  If the Rights
                                       24
34
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 of any state of the United States, in good
standing, having an office in the Commonwealth of Massachusetts which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $100 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 Common Shares, and 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
                                       25
35

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 form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement.

     Section 23.  Redemption

          (a)  The Board of Directors of the Company may, at its option, at any
time prior to such time as any Person becomes an Acquiring Person, redeem all
but not less than all the then outstanding Rights at a redemption price of $0.01
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price").  The redemption of

the Rights by the Board of Directors may be made effective at such time, on such
basis and subject to such conditions as the Board of Directors in its sole
discretion may establish.

          (b)  Immediately upon the time of the effectiveness of the redemption
of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time
as may be determined by the Board of Directors of the Company in the action
ordering such redemption (although not earlier than the time of such action)
(such time the "Redemption Date"), and without any further action and without
any notice, the right to exercise the Rights shall terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price.
The Company shall promptly give public notice of any such redemption; provided,
however, that the failure to give, or any defect in, any such notice shall not
affect the validity of such redemption.  Within 10 days after such action of the
Board of Directors ordering the redemption of the Rights pursuant to paragraph
(a), the Company shall mail a notice of redemption to all the holders of the
then outstanding Rights at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Shares.  Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not the holder
receives the notice.  If the payment of the Redemption Price is not included
with such notice, each such notice shall state the method by which the payment
of the Redemption Price will be made.  Neither the Company nor any of its
Affiliates or Associates may redeem, acquire or purchase for value any Rights at
any time in any manner other than that specifically set forth in this Section 23
or in Section 24 hereof, other than in connection with the purchase of Common
Shares prior to the Distribution Date.
                                       26
36
     Section 24.  Exchange.

          (a)  The Board of Directors of the Company may, at its option, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 11(a)(ii) hereof) for
Common Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio").  Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of a
majority of the Common Shares then outstanding.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common 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 promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent.  Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.  Each such notice of exchange
will state the method by which the exchange of the Common Shares for Rights will
be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become void pursuant to
the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

          (c)  In any exchange pursuant to this Section 24, the Company, at its
option, may substitute Common Shares or common stock equivalents for Common
Shares exchangeable for Rights, at the initial rate of one Common Share (or an
appropriate number of common stock equivalents) for each Common Share, as
appropriately adjusted to reflect adjustments in the voting rights of the Common
Shares pursuant to the terms thereof, so that the fraction of a Common Share
delivered in lieu of each Common Share shall have the same voting rights as one
Common Share.

          (d)  In the event that there shall not be sufficient Common Shares or
common stock equivalents authorized by the Company's articles of organization
and not outstanding or subscribed for, or reserved or otherwise committed for
issuance for purposes other than upon exercise of Rights, to permit any exchange
of Rights as contemplated in accordance with this
                                       27
37
 Section 24, the Company shall take all such action as may be necessary to
authorize additional Common Shares or common stock equivalents for issuance upon
exchange of the Rights.

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

     Section 25.  Notice of Certain Events.

          (a)  In case the Company shall after the Distribution Date propose (i)
to pay any dividend payable in stock of any class to the holders of its Common
Shares or to make any other distribution to the holders of its Common Shares
(other than a regular quarterly cash dividend), (ii) to offer to the holders of
its Common Shares rights or warrants to subscribe for or to purchase any
additional Common Shares or shares of stock of any class or any other
securities, rights or options, (iii) to effect any reclassification of its
Common Shares (other than a reclassification involving only the subdivision of
outstanding Common Shares), (iv) to effect any consolidation or merger into or
with, or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a 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 stock dividend, or distribution of rights
or warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common 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 Common Shares for purposes of such action, and in
the case of any such other action, at least 10 days prior to the date of the
taking of such proposed action or the date of participation therein by the
holders of the Common Shares, whichever shall be the earlier.

          (b)  In case any event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall as soon as practicable thereafter give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.
                                       28
38
     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:

               American Power Conversion Corporation
               132 Fairgrounds Road
               West Kingston, RI 02892

               Attention:  Chief Executive Officer

               Copy to:

               Testa, Hurwitz & Thibeault, LLP
               125 High Street
               High Street Tower
               Boston, MA  02110

               Attention:  William B. Simmons, Jr.

     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:

               BankBoston, N.A.
               c/o EquiServe Limited Partnership
               150 Royall Street
               Canton, MA  02021

               Attention:  Client Administration

     Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any 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.  The Company may from time to
time, and the Rights Agent shall, if the Company so directs, supplement or amend
this Agreement without the approval of any
                                       29
39
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or to make any change to or delete any
provision hereof or to adopt any other provisions with respect to the Rights
which the Company may deem necessary or desirable; provided, however, that from
and after such time as any Person becomes an Acquiring Person, this Agreement
shall not be amended or supplemented in any manner which would adversely affect
the interests of the holders of Rights (other than an Acquiring Person and its
Affiliates and Associates).  Any supplement or amendment authorized by this
Section 27 will be evidenced by a writing signed by the Company and the Rights
Agent.

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

     Section  30.  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

     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
Commonwealth of Massachusetts and for all purposes shall be governed by and
construed in accordance with the laws of such Commonwealth applicable to
contracts to be made and performed entirely within such Commonwealth.

     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.
                                       31
40

     Section 34.  Administration.  The Board of Directors of the Company shall
have the exclusive power and authority to administer and interpret the
provisions of this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors or the Company or as may be necessary or
advisable in the administration of this Agreement.  All such actions,
calculations, determinations and interpretations which are done or made by the
Board of Directors in good faith shall be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights and all other parties and
shall not subject the Board of Directors to any liability to the holders of the
Rights.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                       31
41

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

Attest:                       AMERICAN POWER CONVERSION CORPORATION

/s/ Jeffrey J. Giguere             By:_/s/ Donald M. Muir____
Jeffrey J. Giguere                 Name:Donald M. Muir
Assistant Clerk                    Title: Chief Financial Officer

Attest:                            BANKBOSTON, N.A.

___________________________   By:___/s/ Katherine Anderson____________
                              Name: Katherine Anderson
                              Title: Managing Director

                                       32
42
                                                                       EXHIBIT A
FORM OF RIGHT CERTIFICATE
Certificate No. R-                                     _______ Rights

NOT EXERCISABLE AFTER SEPTEMBER 2, 2009 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES,
RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

                                Right Certificate
                      AMERICAN POWER CONVERSION CORPORATION

     This certifies that _______________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of September 2, 1999 (the "Rights Agreement"), between
American Power Conversion Corporation, a Massachusetts corporation (the
"Company"), and BankBoston, N.A. (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., Boston, Massachusetts time, on
September 2, 2009, at the principal office of the Rights Agent, or at the office
of its successor as Rights Agent, the number of fully paid non-assessable shares
of Common Stock, par value $0.01 per share (the "Common Shares"), of the
Company, as set forth above at a purchase price of $110.00 per Common Share (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the certification and the Form of Election to Purchase duly executed.  The
number of Rights evidenced by this Right Certificate (and the number of Common
Shares, 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 ________
__, 1999, based on the Common Shares as constituted at such date.  As provided
in the Rights Agreement, the Purchase Price and the number of Common Shares
which may be purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events.

     From and after the occurrence of an event described in Section 11(a)(ii) of
the Rights Agreement, if the Rights evidenced by this Right Certificate are or
were at any time on or after the earlier of (x) the date of such event and (y)
the Distribution Date (as such term is defined in the Rights Agreement) acquired
or beneficially owned by an Acquiring Person or an Associate or Affiliate of an
Acquiring Person (as such terms are defined in the Rights Agreement), such
                                       33
43
Rights shall become void, and any holder of such Rights shall thereafter have no
right to exercise such Rights.

     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 offices of the Rights Agent.

     This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, 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
Common 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, at the Company's option,
the Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $0.01 per Right or (ii) may be exchanged in whole or in part
for shares of the Company's Common Stock.

     No fractional Common Shares will be issued upon the exercise of any Right
or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

     No holder of this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Common 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.
                                       34
44

     WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.  Dated as of September 2, 1999.

ATTEST:

                              AMERICAN POWER CONVERSION CORPORATION

                              By:

Countersigned:
BANKBOSTON, N.A.

By:
Name:
Title:
                                       35
45
                    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
transfers unto _____________________
______________________________________________________________
(Please print name and address of transferee)

this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ____________________________,
Attorney, to transfer the within Right Certificate 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.
        -----------------------------------------------------------------

The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).

                              _________________________________
                              Signature

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

                                       36
46
              Form of Reverse Side of Right Certificate  continued

                          FORM OF ELECTION TO PURCHASE

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

To  AMERICAN POWER CONVERSION CORPORATION:

     The undersigned hereby irrevocably elects to exercise ________________
Rights represented by this Right Certificate to purchase the Common Shares
issuable upon the exercise of such Rights and requests that certificates for
such Common Shares be issued in the name of:

Please insert social security
or other identifying number___________________________________________

_________________________________________________________________
(Please print name and address)
_________________________________________________________________

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

Please insert social security
or other identifying number___________________________________________

_________________________________________________________________
(Please print name and address)
_________________________________________________________________

_________________________________________________________________

Dated: _____________ ___, _____

                              _________________________________
                              Signature
Signature Guaranteed:

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.
                                       37
47
              Form of Reverse Side of Right Certificate  continued
        -----------------------------------------------------------------

The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).

                              _________________________________
                              Signature

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

                                     NOTICE

     The signature in the foregoing Forms of Assignment and Election 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, the
Company and the Rights Agent will deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored.
                                       38
48
                                                                       EXHIBIT B

                      AMERICAN POWER CONVERSION CORPORATION
                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON SHARES
Date of Adoption      September 2, 1999
Form of Distribution  A dividend of one Common share purchase
                      right (a "Right") for each outstanding
                      share of common stock, par value $0.01 per
                      share (the "Common Shares") outstanding on
                      the Record Date.
Record Date           September 13, 1999
Rights                Each Right entitles the registered holder
                      to purchase from the Company one share of
                      Common Stock, par value $0.01 per share
                      (the "Common Shares"), of the Company
Purchase Price        $110.00 per Common Share (the "Purchase
                      Price"), subject to adjustment.
Rights Agreement      The description and terms of the Rights
                      are set forth in a Rights Agreement (the
                      "Rights Agreement") between the Company
                      and BankBoston, N.A. (the "Rights Agent").
                                       39
49

Transfers of Rights     Until the Distribution Date, the Rights
Prior to Distribution will be transferred only together with the
Date                  Common Shares and will be evidenced, with
                      respect to any of the Common Share
                      certificates outstanding as of the Record
                      Date, by the certificate evidencing such
                      Common Shares with a copy of this Summary
                      of Rights attached thereto.
                      Until the Distribution Date (or earlier
                      redemption or expiration of the Rights),
                      new Common Share certificates issued after
                      the Record Date or upon transfer or new
                      issuance of Common Shares 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 Common Shares outstanding
                      as of the Record Date, even without a
                      notation or a copy of this Summary of
                      Rights being attached thereto, will also
                      constitute the transfer of the Rights
                      associated with the Common Shares
                      represented by such certificate.
                                     Page 40
50

Distribution Date     "Distribution Date" means the earlier to
                      occur of
                      -   the close of business on the 10th day
                         following a public announcement either
                         that a person or group of affiliated or
                         associated persons (an "Acquiring Person")
                         has acquired, or obtained the right to
                         acquire, beneficial ownership of 15% or
                         more of the outstanding shares of Common
                         Stock, or
                      -    the close of business on the 10th
                         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
                         commencement of a tender offer or exchange
                         offer that may result in a person or group
                         beneficially owning 15% or more of such
                         outstanding shares of Common Stock.
Transfers of Rights     As soon as practicable following the
After Distribution    Distribution Date, separate certificates
Date                  evidencing the Rights ("Right
                      Certificates") will be mailed to holders
                      of record of the Common Shares as of the
                      close of business on the Distribution Date
                      and such separate Right Certificates alone
                      will evidence the Rights.
Exercisability of     The Rights are not exercisable until the
Rights                Distribution Date.
Final Expiration Date The Rights will expire on September 2,
                      2009 (the "Final Expiration Date"), unless
                      the Final Expiration Date is extended or
                      unless the Rights are earlier redeemed by
                      the Company.
                                       41
51

Adjustments to Purchase The Purchase Price payable, and the number
Price and Number of   of Common Shares or other securities or
Common Shares         property issuable, upon exercise of the
Issuable Upon         Rights are subject to adjustment from time
Exercise of Rights    to time in the following circumstances to
                      prevent dilution.
                      -   in the event of a stock dividend on,
                         or a subdivision, combination or
                         reclassification of, the Common Shares,
                      -    upon the grant to holders of the
                         Common Shares of certain rights or
                         warrants to subscribe for or purchase
                         Common Shares at a price less than the
                         then current market price of the Common
                         Shares,
                      -    upon the grant to holders of the
                         Common Shares of certain rights or
                         warrants to subscribe for or purchase
                         securities convertible into Common Shares
                         with a conversion price less than the then
                         current market price of the Common Shares,
                         or
                      -    upon the distribution to holders of
                         the Common Shares of evidences of
                         indebtedness or assets or of subscription
                         rights or warrants (other than those
                         referred to above).

Rights Owned by         From and after the occurrence of an event
Acquiring Person or   described in Section 11(a)(ii) of the
Affiliate Void        Rights Agreement, if the Rights evidenced
                      by a Right Certificate are or were at any
                      time on or after the earlier of
                      -    the date of such event, and
                      -    the Distribution Date (as such term
                         is defined in the Rights Agreement)
                      acquired or beneficially owned by an
                      Acquiring Person or an Associate or
                      Affiliate of an Acquiring Person (as such
                      terms are defined in the Rights
                      Agreement), such Rights shall become void,
                      and any holder of such Rights shall
                      thereafter have no right to exercise such
                      Rights.
                                       42
52

Flip-in                 In the event that any person becomes an
                      Acquiring Person, proper provision shall
                      be made so that each holder of a Right,
                      other than Rights beneficially owned by
                      the Acquiring Person and its Affiliates
                      and Associates (which will thereafter be
                      void), will thereafter have the right to
                      receive upon exercise that number of
                      Common Shares having a market value of two
                      times the aggregate exercise price of the
                      Right.
                      For example, at an exercise price of
                      $110.00, each Right not owned by an
                      Acquiring Person (or by certain related
                      parties) following an event set forth in
                      the preceding paragraph would entitle its
                      holder to purchase $220.00 worth of Common
                      Stock (or other consideration, as noted
                      below) for $110.00.  Assuming that the
                      Common Stock has a per share value of
                      $20.00 at such time, the holder of each
                      valid Right would be entitled to
                      purchase eleven  shares of Common Stock
                      for $110.00.
Insufficient Common     If the Company does not have sufficient
Shares to Satisfy     Common Shares to satisfy such obligation
Flip-in Rights        to issue Common Shares, or if the Board of
                      Directors so elects, the Company shall
                      deliver upon payment of the exercise price
                      of a Right an amount of cash or securities
                      equivalent in value to the Common Shares
                      issuable upon exercise of a Right;
                      provided that, if the Company fails to
                      meet such obligation within 30 days
                      following the later of (x) the first
                      occurrence of an event triggering the
                      right to purchase Common Shares and (y)
                      the date on which the Company's right to
                      redeem the Rights expires, the Company
                      must deliver, upon exercise of a Right but
                      without requiring payment of the exercise
                      price then in effect, Common Shares (to
                      the extent available) and cash equal in
                      value to the difference between the value
                      of the Common Shares otherwise issuable
                      upon the exercise of a Right and the
                      exercise price then in effect.  The Board
                      of Directors may extend the 30-day period
                      described above for up to an additional 60
                      days to permit the taking of action that
                      may be necessary to authorize sufficient
                      additional Common Shares to permit the
                      issuance of Common Shares upon the
                      exercise in full of the Rights.
                                       43
53

Flip-over               In the event that, at any time after a
                      Person becomes 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 will
                      thereafter have the right to receive, upon
                      the exercise thereof at the then current
                      exercise price of the Right, that number
                      of shares of common stock of the acquiring
                      company which at the time of such
                      transaction will have a market value of
                      two times the aggregate exercise price of
                      the Right.
Exchange of Rights for  At any time after any Person becomes an
Common Shares         Acquiring Person and prior to the
                      acquisition by any person or group of a
                      majority of the outstanding Common Shares,
                      the Board of Directors of the Company may
                      exchange the Rights (other than Rights
                      owned by such person or group which have
                      become void), in whole or in part, at an
                      exchange ratio of one Common Share per
                      Right (subject to adjustment).
Fractional Shares;      No fractional Common Shares will be issued
Small Adjustments     and in lieu thereof, an adjustment in cash
                      will be made based on the market price of
                      the Common Shares on the last trading day
                      prior to the date of exercise.
                      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.
Redemption of Rights    At any time prior to the time any person
                      becomes an Acquiring Person, the Board of
                      Directors of the Company may redeem the
                      Rights in whole, but not in part, at a
                      price of $0.01 per Right (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.  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.
                                       44
54

Amendments              Any of the provisions of the Rights
                      Agreement may be amended by the Board of
                      Directors of the Company in order to cure
                      any ambiguity, to correct or supplement
                      any provision contained in the Rights
                      Agreement which may be defective or
                      inconsistent with any other provision in
                      the Rights Agreement or to make any change
                      or to delete any provision of the Rights
                      Agreement or to adopt any other provisions
                      with respect to the Rights which the
                      Company may deem necessary or desirable;
                      provided, however, that from and after
                      such time as any person becomes an
                      Acquiring Person, the Rights Agreement
                      shall not be amended or supplemented in
                      any manner which would adversely affect
                      the interests of the holders of Rights
                      (other than an Acquiring Person and its
                      Affiliates and Associates).
No Rights as a          Until a Right is exercised, the holder
Shareholder           thereof, as such, will have no rights as a
                      shareholder of the Company, including,
                      without limitation, the right to vote or
                      to receive dividends.
Additional Information  A copy of the Rights Agreement has been
                      filed with the Securities and Exchange
                      Commission as an exhibit to a Current
                      Report on Form 8-K dated September 3,
                      1999.  A copy of the Rights Agreement is
                      available free of charge from the Company.
                      This summary description of the Rights
                      does not purport to be complete and is
                      qualified in its entirety by reference to
                      the Agreement, which is hereby
                      incorporated herein by reference.

                                       55
55

                                             EXHIBIT 99

For Immediate Release

 American Power Conversion Corporation's Board of Directors Adopts `Shareholder
                                  Rights Plan'

WEST KINGSTON, R.I. -- September 3, 1999 -- American Power Conversion
Corporation's (NASDAQ:APCC) Board of Directors today announced that it has
adopted a shareholder rights plan to help protect investors against potential
hostile takeover attempts that are coercive or unfair.  According to analyst
estimates, more than 1,400 public companies have adopted shareholder rights
plans since January 1, 1997.
     "The implementation of a shareholder rights plan will enable the Board of
Directors, on behalf of its shareholders, to maximize long-term shareholder
value by providing a vehicle in which the Board is actively involved in
negotiating any potential takeover situations," explained Rodger B. Dowdell,
Jr., APC's president and CEO.  "The time and flexibility provided by a rights
plan is essential to obtaining the best potential return for shareholders."
     Under the Plan, common stock purchase rights will be distributed as a
dividend at the rate of one Right per each share of Common Stock held at the
close of business on September 13, 1999.  The Rights will be exercisable only if
a person or group acquires or announces a tender or exchange offer that would
result in such person or group owning 15 percent or more of the Common Stock of
the Company.  In the event a Right becomes exercisable, the Plan allows APC
shareholders to purchase, at an exercise price of  $110 per Right, Common Stock
of the Company having a market value of $220.
     The Company will generally be entitled to redeem the Rights at $.01 per
Right at anytime until a person or group has acquired a 15 percent stock
position.
     A summary of the Rights containing additional details on the plan will be
mailed to shareholders of record on or shortly after September 13, 1999.  The
Rights will expire
56
on September 2, 2009 unless earlier redeemed or exchanged.  The initial
distribution of Rights is not taxable to shareholders.

Safe Harbor Provision
Statements contained in this press release which are not historical facts may
constitute forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995.  All forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
from those projected. The factors that could cause actual results to differ
materially include the following:  A variance in the actual versus estimated
charge associated with organizational changes; APC's ability to successfully
integrate Silcon's operations; the timely development and acceptance of new
products; ramp up, expansion and rationalization of global manufacturing
capacity; general worldwide economic conditions; growth rates in the power
protection industry and related industries, including but not limited to the PC,
server, networking and enterprise hardware industries; competitive factors and
pricing pressures; changes in product mix; changes in the seasonality of demand
patterns; inventory risks due to shifts in market demand; the effects of any
other possible acquisitions; component constraints and shortages; risk of
nonpayment of accounts receivable; changes in customer order patterns and
product demand related to year 2000 purchasing issues; impact on the Company's
business due to internal systems or systems of suppliers and other third parties
adversely affected by year 2000 problems; the uncertainty of the litigation
process including risk of an unexpected, unfavorable result of current or future
litigation; and the risks described from time to time in the Company's filings
with the Securities and Exchange Commission.

About American Power Conversion
     Founded in 1981, American Power Conversion (NASDAQ: APCC) is a leading
provider of global, end-to-end power protection products and services, which
include surge suppressors, uninterruptible power supplies (UPS), power
conditioning equipment, related software, and professional and consulting
services for Nonstop NetworkingT.   APC's comprehensive solutions, which are
designed for both home and corporate
57
environments, improve the manageability, availability and performance of
sensitive electronic, network, communications and industrial equipment of all
sizes.  APC, which is headquartered in West Kingston, Rhode Island, reported
sales of $1.126 billion for the year ended December 31, 1998.
     All trademarks are the property of their owners.  Additional information
about APC and its global end-to-end solutions can be found by accessing the APC
World Wide Web site at www.apcc.com or by calling 800-877-4080.
                                      # # #
For more information contact:
Investors:
Donald M. Muir, chief financial officer, 800 788 2208 ext. 2105
Deborah K. Grey, investor relations manager, 800 788 2208 ext. 2994,
dgrey@apcc.com

Media:
Jodi Kennedy, director of media relations, 800 788 2208 ext. 2158,
jkennedy@apcc.com