Common use of Form of Rights Certificates Clause in Contracts

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and form of assignment) shall be in substantially the form attached hereto as Exhibit A 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 provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which shall be set forth therein at the Purchase Price set forth therein, subject to adjustment as provided in this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the “Purchase Price”), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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, and do not affect the rights, duties or responsibilities of the Rights Agent 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) FORM; DATE. The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit 2 hereto as Exhibit A 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 any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) and Section 22 (Issuance of New Rights Certificates), the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one ten-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price set forth therein (such exercise price per one ten-thousandth of a share is referred to herein as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-hundredth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT. THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate provisions of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-hundredth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and form of assignment) shall be in substantially the form attached hereto as of Exhibit A B and may have such contain whatever marks of identification or designation and such and/or 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. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Record Date Date, show the date of counter signature, and on their face shall entitle the holders thereof to purchase such the number of shares of Common Preferred Stock which shall be set forth therein at the Purchase Price set forth therein, subject to adjustment as provided in this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person thereof or to any nominee of such the Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended and shall supply the Rights Agent with such legended Rights Certificates.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-tenths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and American Stock Transfer & Trust Company, as Rights Agent, dated as of February 17, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section Sections 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and Bank of Boston, as Rights Agent, dated as of December 7, 1995 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-ten thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-ten thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (the "Rights Certificates"), and the form forms of election to purchase shares and form of assignment) assignment to be printed on the reverse thereof, shall be substantially in substantially the form attached set forth in Exhibit C hereto as Exhibit A 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 exchange, or the regulations of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price set forth therein (such exercise price per one one- thousandth of a share of Preferred Stock being hereinafter referred to as the "Purchase Price"). The amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 22 hereof that represents Rights beneficially owned by by: (i) an Acquiring Person, an Adverse Person or any Associate or Affiliate of an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer Adverse Person, (ii) a transferee of any Rights to an Acquiring Person or Adverse Person (or of any Associate or Affiliate of an Acquiring Person or Adverse Person) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from any nominee such Associate or Affiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or in any such Associate or Affiliate) or to any Person with whom such Acquiring Person or Adverse Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which at least a majority of the members of the Board of Directors of the Company who are not officers of the Company and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person or an Adverse Person has determined (whether before or after such transfer) is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such terms are defined in the Rights AgreementAgreement between Shared Medical Systems Corporation and Pittsburgh National Bank dated as of May 1, 1991, as the same may be amended). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) of this Rights Agreement shall apply to Rights beneficially owned by any and all such Persons regardless of whether the foregoing legend is contained on such Rights AgreementCertificates.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as Exhibit A B with such changes 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 Rights 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 or quotation system on which the Rights may from time to time be listed or quoted, or to conform confirm to usage. Subject to the provisions of this AgreementSection 22 hereof, the Rights Certificates, Certificates whenever issued, shall be dated as of the Record Date and on their face shall will entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Series A Junior Preferred Stock which shall be as are set forth therein at the Purchase Price set forth therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding will be subject to adjustment as provided in this Agreementherein. (b) Any Notwithstanding any other provision of this Rights Agreement, any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned that may be or may have been at any time on or after the Distribution Date Beneficially Owned by an Acquiring Person or that represents any Rights owned Affiliate or Associate thereof (or any purported transferee of such Rights) may have impressed on, printed on, written on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights otherwise affixed to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain it the following legend: The Beneficial Owner of the Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became may be an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) of an Acquiring Person or a subsequent holder of a Rights Certificate beneficially owned by such Persons. This Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Certificate and the Rights represented hereby may become void in will be null and void. The provisions of this Rights Agreement shall be operative whether or not the circumstances specified in Section 7(e) foregoing legend is imprinted on any such Rights Certificate. The Company shall give notice to the Rights Agent promptly after it becomes aware of the Rights Agreementexistence of any Acquiring Person.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the “Purchase Price”), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Preferred Stock and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company and the Rights Agent 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain shall contain, to the extent the Rights Agent has appropriate notice, the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and American Stock Transfer & Trust Company, as Rights Agent, (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.”

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or national quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price price per one one-hundredth of a share set forth therein, such price to be initially equal to the amount set forth in Section 7(b) below (the “Purchase Price”), but the number of such shares and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE HELD BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT. THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate provisions of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares of Class A Common Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and Fleet National Bank (f/k/a The First National Bank of Boston), as Rights Agent (the "Rights Agent"), dated as of June 6, 1990, as amended and restated on May 23, 2000 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which Preferred Shares as shall be set forth therein at the price per Preferred Share set forth therein (the “Purchase Price”), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of Preferred Shares and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Class A Rights Certificates and Class B Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and the certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as respective forms set forth in Exhibit A and Exhibit B hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Company Common Stock issued by the Company after the Record Date, as of the date of issuance of such Company Common Stock) and on their face shall entitle the holders thereof to purchase such number of shares Units of Common Stock which Series A Preferred or Series B Preferred, as applicable, as shall be set forth therein at the Purchase Price price set forth therein, provided, however, that the amount and type of securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person Plan and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (provided that the Company has notified the Rights Agent in writing that this Section 4(b) applies and to the extent feasible) a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE TAX BENEFITS PLAN). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE NULL AND VOID. The provisions of Section 7(e) of hereof shall be operative whether or not the Rights Agreementforegoing legend is contained on any such Right Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and Fleet National Bank, as Rights Agent, dated as of June 13, 2000 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and the certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties, obligations of liabilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of shares Units of Common Preferred Stock which as shall be set forth therein at the Purchase Price price set forth therein, provided, however, that the amount and type of securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void are null and void. provided, however, that the Rights Agent shall not have any responsibility to ascertain the existence of facts that would require the imposition of such legend and shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the circumstances specified in space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person. The provisions of Section 7(e) of hereof shall be operative whether or not the Rights Agreementforegoing legend is contained on any such Right Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the “Purchase Price”), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and distributed on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 23(a) hereof that represents Rights which are null and void pursuant to Section 7(e) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate Certificates issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or certain related persons. This Accordingly, this Rights Certificate and the Rights represented hereby may become void in the circumstances specified in are null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section Sections 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of June 20, 1997 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of September 11, 2001 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, and do not affect the rights, duties or responsibilities of the Rights Agent, 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Effective Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Preferred Stock and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be in substantially the form attached set forth in Exhibit B hereto as Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company and the Rights Agent 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and Certificates on their face shall entitle the holders thereof to purchase such number numbers of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the “Purchase Price”), but the numbers of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain shall contain, to the extent the Rights Agent has appropriate notice, the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and form of assignment) shall be in substantially the form attached hereto as Exhibit A 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 provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock Shares which shall be set forth therein at the Purchase Price set forth therein, subject to adjustment as provided in this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one ten-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one ten-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void in the circumstances specified in are null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and the certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which marks, designations, legends, summaries or endorsements shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) 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 thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of shares Units of Common Preferred Stock which as shall be set forth therein at the Purchase Price price set forth therein, provided, however, that the amount and type of securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void in the circumstances specified in are null and void. The provisions of Section 7(e) of hereof shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or national quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price price per one one-thousandth of a share set forth therein, such price to be initially equal to the amount set forth in Section 7(b) below (the Purchase Price), but the number of such shares and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a3(b) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE HELD BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form set forth in Exhibit B attached hereto as Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) 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 or transaction reporting system on which the Rights may from time to time be listed or quoted, or to conform to usage. The Rights Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, on their face will entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as are set forth therein at the Purchase Price set forth therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3, Section 11(i) or Section 22 hereof that represents Rights which are null and void pursuant to Section 11(a)(ii) hereof and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain (to the extent feasible) the following legend or such similar legend as the Company may deem appropriate and as is 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 listed, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which shall be set forth therein at the Purchase Price set forth therein, subject to adjustment as provided in this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) or Section 13 of the Rights Agreement." The provisions of Section 11(a)(ii) hereof shall be operative regardless of whether the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and BankBoston, N.A., as Rights Agent, dated as of July 27, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in EXHIBIT B hereto as Exhibit A 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 law, rule or regulation made pursuant thereto or with regulation, including any rule or regulation of any stock exchange or other trading facility on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions SECTION 11 and SECTION 22 of this Agreement, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price, but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section SECTION 3(a) of this Agreement or SECTION 22 hereof that represents Rights beneficially owned by an Acquiring a Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person described in SECTION 7(e) hereof, and any Rights Certificate issued pursuant to Section SECTION 6 or Section 13 of this Agreement SECTION 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and form of assignment) shall be in substantially the form attached hereto as of Exhibit A B and may have such contain whatever marks of identification or designation and such and/or 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 provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such the number of shares of Common Preferred Stock which shall be set forth therein at the Purchase Price set forth therein, subject to adjustment as provided in this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person thereof or to any nominee of such the Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignment) assignment to be printed on the reverse thereof), when and if issued, shall each be substantially in substantially the form attached hereto as set forth in Exhibit A C and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 listed, or to conform to customary usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common Stock indicated in the books of the registrar and transfer agent), and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-hundredth of a share, the “Exercise Price”), but the amount and type of securities purchasable upon the exercise of each Right and the Exercise Price thereof shall be subject to adjustment from time to time as provided in this AgreementSection 11 and Section 13(a). (b) Any Rights Certificate issued pursuant to Section 3(a), Section 11(a)(ii) of this Agreement or Section 22 that represents Rights beneficially owned Beneficially Owned by any Person known to be (i) an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Related Person who subsequently becomes of an Acquiring Person, (ii) a transferee of an Acquiring Person and any Rights Certificate issued at any time upon the transfer (or of any Rights to such Related Person) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Related Person thereof) to holders of equity interests in such Acquiring Person (or any Related Person thereof) or to any nominee of Person with whom such Acquiring Person (or any Related Person thereof) has any continuing agreement, arrangement or understanding, whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect of avoidance of Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement, dated as of September 22, 2020 (as the same may be amended from time to time, the “Rights Agreement”), by and between Stratus Properties Inc. and Computershare Inc., and any successor thereto, as rights agent) or a certain transferee of an Acquiring Person or a Related Person of an Acquiring Person. This Accordingly, this Rights Certificate and the Rights represented hereby may will become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the provisions of Section 7(e). The Company shall instruct the Rights Agent in writing of the Right that should be so legended. The Company shall give written notice to the Rights Agent as soon as practicable after it becomes aware of the existence and identity of any Acquiring Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and the certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit A-1 and Exhibit A-2 hereto as Exhibit A 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 thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Company Common Stock or Company Series A Preferred Stock after the Record Date, as of the date of issuance of such Company Common Stock or Company Series A Preferred Stock) and on their face shall entitle the holders thereof to purchase such number of Units or shares of Common Preferred Stock which as shall be set forth therein at the Purchase Price price set forth therein, provided, however, that the amount and type of securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void in the circumstances specified in are null and void. The provisions of Section 7(e) of hereof shall be operative whether or not the Rights Agreementforegoing legend is contained on any such Right Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares (and the form of assignment) shall be in substantially the form attached hereto as Exhibit A B, 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 usagelisted. Subject to the provisions of this Agreement, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such the number of shares of Common Preferred Stock which shall be set forth therein at the Purchase Price set forth thereinherein, subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such an Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Associate or Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may will become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election elec- tion to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A and may have such marks of identification indemnifi- cation or designation and such legends, summaries or endorsements endorse- ments 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number one one-hundredths of shares a share of Common Preferred Stock which as shall be set forth therein at the price per one one-hundredth of a share set forth therein (the "Pur- chase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section Sec- tion 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Af- filiate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant pur- suant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement re- placement or adjustment of any other Rights Certificate referred re- ferred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in to the extent provided by, and under certain circumstances as specified in in, Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this 2004 Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignment) assignment to be printed on the reverse thereof), when, as and if issued, shall be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares Fractional Shares of Common Preferred Stock which as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 22 hereof that represents Rights beneficially owned by an Acquiring a Person or that represents any Rights owned on or after described in the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer first sentence of any Rights to an Acquiring Person or to any nominee of such Acquiring Person Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred such Rights, shall contain (to in this sentence, may contain the extent feasible) the following legend, modified as applicable to apply to such Person: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may [will] [have] become null and void in the circumstances and with the effect specified in Section 7(e) of such Agreement. The provisions of Section 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate. The Company shall give notice to the Rights AgreementAgent promptly after it becomes aware of the existence of any Acquiring Person or any Associate or Affiliate thereof.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and the certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Company Common Stock issued by the Company after the Record Date, as of the date of issuance of such Company Common Stock) and on their face shall entitle the holders thereof to purchase such number of shares Units of Common Preferred Stock which as shall be set forth therein at the Purchase Price price set forth therein, provided, however, that the amount and type of securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent the Rights Agent has knowledge thereof and to the extent feasible) a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE NULL AND VOID. The provisions of Section 7(e) of hereof shall be operative whether or not the Rights Agreementforegoing legend is contained on any such Right Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or national quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price price per one one-thousandth of a share set forth therein, such price to be initially equal to the amount set forth in Section 7(b) below (the Purchase Price), but the number of such shares and the Purchase Price shall be subject to adjustment as provided in this Agreement. herein. (b) Any Rights Certificate issued pursuant to Section 3(a3(b) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE HELD BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights AgreementOF THE RIGHTS AGREEMENT.

Form of Rights Certificates. (a) a. The Rights Certificates (and the form of election assignment, exercise notice and certificate to purchase shares and form of assignmentbe printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in EXHIBIT A hereto as Exhibit A 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 exchange, the Nasdaq Stock Market (or its successor) or regulated quotation service on which the Rights may from time to time be listed traded or quoted, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which as shall be set forth therein at the Purchase Exercise Price, but the amount and type of securities issuable upon the exercise of each Right and the Exercise Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) b. Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on Affiliate or after the Separation Date by any Person who subsequently becomes Associate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as each such terms are term is defined in the Shareholder Rights Agreement between the issuer and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Rights Agent, dated as of February 21, 2001 (the "Shareholder Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Shareholder Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Shareholder Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) Form; Date. The Class A Rights Certificates and the Class B Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A 3 and Exhibit 4 hereto, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) 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 any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) and Section 22 (Issuance of New Rights Certificates), the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of the applicable series of Preferred Stock which as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share is referred to herein as the "PURCHASE PRICE"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one ten-thousandths of Common Stock which a Preferred Share as shall be set forth therein at the price per one ten-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the -------------- amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights which are null and void pursuant to Section 7(e) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring - 9 - Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) or certain related persons. This Accordingly, this Rights Certificate and the Rights represented hereby may become void in the circumstances specified in are null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment adjustment, from and after the Restatement Date, as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement 3 hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legenda legend substantially as follows: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and form of assignment) shall be in substantially the form attached hereto as of Exhibit A B and may have such contain whatever marks of identification or designation and such and/or 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 provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such the number of shares of Common Preferred Stock which shall be set forth therein at the Purchase Price set forth therein, subject to adjustment as provided in this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Distribution Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person thereof or to any nominee of such the Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON. This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights AgreementOF THE RIGHTS AGREEMENT.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed listed, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section Sections 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and First Chicago Trust Company of New York, as Rights Agent, dated as of December 16, 1997 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and form of assignment) shall be in substantially the form attached hereto as of Exhibit A B and may have such contain whatever marks of identification or designation and such and/or 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 provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such the number of shares of Common Preferred Stock which shall be set forth therein at the Purchase Price set forth therein, subject to adjustment as provided in this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Distribution Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person thereof or to any nominee of such the Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON. This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(eTHIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) of the Rights AgreementOF THE RIGHTS AGREEMENT.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares (or fractions thereof) of Common Stock which as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void in the circumstances specified in are null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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, and do not affect the rights, duties or responsibilities of the Rights Agent, 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 law, rule or regulation made pursuant thereto or with regulation, including any rule or regulation of any stock exchange or other trading facility on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions Section 11 and Section 22 of this Agreement, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price, but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 22 hereof that represents Rights beneficially owned by an Acquiring a Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person described in Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Amendment Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandth of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in to the extent provided by, and under certain circumstances as specified in in, Section 7(e) of the Amended Rights Agreement. The provisions of Section 7(e) of this Amended Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) Form; Date. The Rights Certificates (and the form forms of ---------- election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit 2 hereto as Exhibit A 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 any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) --------------------------------------------------------------------------- and Section 22 (Issuance of New Rights Certificates), the Rights Certificates, ----------------------------------- whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share is referred to herein as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one four-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one four-thousandth of a share set forth therein (the "PURCHASE PRICE"), but the fraction of a share of Preferred Stock so purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in to the extent provided by, and under certain circumstances as specified in in, Section 7(e) of the Amended and Restated Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall be substantially in substantially the form attached set forth as EXHIBIT A hereto as Exhibit A 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-ten thousandths of Common Stock which a Preferred Share as shall be set forth therein at the price per one one-ten thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-ten thousandths of a Preferred Share and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or over-the-counter market on which the Rights may from time to time be listed listed, or to conform to usage. The form of the Rights Certificate shall be in a format reasonably satisfactory to the Rights Agent. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date Date, (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance) shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which as shall be set forth therein at the Purchase Price, but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a), 11(i) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section Sections 6 or Section 13 of this Agreement 11 hereof upon the transfer, split up, combination, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred shall contain (to in this sentence, may contain the extent feasible) the following legend: legend (or a legend substantially in the form hereof): The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became and an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 thereto, or with any rule or regulation of any stock exchange or the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") on which or with whom the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the record holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the amount and the type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person which are null and any Rights Certificate issued at any time upon the transfer void pursuant to Section 7(e) of any Rights to an Acquiring Person or to any nominee of such Acquiring Person this Agreement, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained in any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed listed, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section Sections 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and First Chicago Trust Company of New York, as Rights Agent, dated as of December 16, 1997 (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.:

Form of Rights Certificates. (a) Form; Date. The Rights Certificates (and the form forms of election ---------- to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit 2 hereto as Exhibit A 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 any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) --------------------------------------------------------------------------- and Section 22 (Issuance of New Rights Certificates), the Rights Certificates, ----------------------------------- whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share is referred to herein as the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in the circumstances specified in Section 7(e) of the Rights Agreement.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per share set forth therein (the "PURCHASE PRICE"), but the number of such shares, the type of securities purchasable upon the exercise of each Right and the Purchase Price set forth therein, thereof shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void in the circumstances specified in are null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and BankBoston, N.A., as Rights Agent, dated as of March 2, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandth of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price price per one one-thousandth of a share set forth therein, such price to be initially equal to the amount set forth in Section 7(b) below (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned held by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached hereto as set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date date of this Agreement, and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock which as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement, dated as of December 11, 1996). This Rights Certificate and the Rights represented hereby may become void in to the extent provided by, and under certain circumstances as specified in in, Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares assignment and the form of assignmentexercise notice and certificate to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 traded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Dividend Record Date (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of Common a share of Preferred Stock which as shall be set forth therein at the Purchase Price set forth therein(as hereinafter defined), but the amount and type of securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes Affiliate of an Acquiring Person Person, or (ii) any Disqualified Transferee, and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person and any other Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred Certificate, shall contain (to in this sentence, may contain the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate (which includes both affiliates and associates) of an Acquiring Person (as each such terms are term is defined in the Rights Agreement between the issuer and BankBoston N.A., as Rights Agent, dated as of February 13, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge upon written request.

Form of Rights Certificates. (a) The Agouron Stock Rights Certificates and the Oncology Division Stock Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall be substantially in substantially the form attached hereto set forth as Exhibit A B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-ten thousandths of Common Stock which a Preferred Share as shall be set forth therein at the price per one one-ten thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-ten thousandths of a Preferred Share and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (Person, as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A 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 listed, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Amendment Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandth of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the “Purchase Price”), but the number of such shares and the Purchase Price set forth therein, shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. This Rights Certificate and the Rights represented hereby may become void in to the extent provided by, and under certain circumstances as specified in in, Section 7(e) of the Amended Rights Agreement. The provisions of Section 7(e) of this Amended Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares (and the form of assignment) shall be in substantially the form attached hereto as Exhibit A and may have such marks of identification or designation and B, with such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreementappropriate, 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 usagelisted. Subject to the provisions of this Agreement, the Rights Certificates, whenever issuedwhen distributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such the number of shares of Common Preferred Stock which shall be set forth therein at the Purchase Price set forth thereinherein, subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Rights owned on or after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such an Acquiring Person and any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may contain the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Associate or Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may will become void in the circumstances specified in Section 7(e) of the Rights Agreement."

Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and form of assignmentassignment and certificates to be printed on the reverse thereof) shall each be substantially in substantially the form attached set forth in Exhibit B hereto as Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, obligations, liabilities, duties or responsibilities of the Rights Agent) 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 or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 23 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Record Date Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of Common a share of Preferred Stock which as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the “Purchase Price”), such Purchase Price to be initially equal to the amount set forth therein, in Section 7(b) below but the number of one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein. (b) Any Rights Certificate issued pursuant to Section 3(a) of this Agreement hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or that represents any Rights owned on Associate or after the Separation Date by any Person who subsequently becomes an Acquiring Person and Affiliate thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 13 of this Agreement 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, may shall contain a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned by issued to a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.