Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to Section 3(b) hereof) by the certificates for the Stock registered in the names of the holders thereof and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of the Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any Subsidiary trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or more of the first public announcement shares of the intention of any Person Company Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates., (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates, orrepresenting such shares of Company Common Stock, in certain circumstances provided in Section 22 hereof, issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement Agreement, dated as of December 2, 1997 (the "Rights Agreement"), between U.S. Home Corporation TransAct Technologies Incorporated (the "Company") and First Chicago American Stock Transfer & Trust Company of New York (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ), (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board (with the concurrence of Directors shall determine prior to such time as any Person becomes an Acquiring Person) a majority of the Continuing Directors), after the date of the commencement that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced ----------------- (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-first- class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "Rights Certificates"), evidencing ------------------- one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights")C, by first-class, postage-postage prepaid mail, to each record holder --------- of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding that are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances . Rights shall also be issued to the extent provided in Section 22 hereof, in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation Cambridge Technology Partners (Massachusetts), Inc. (the "Company") and First Chicago Trust Company of New York ChaseMellon Shareholder Services, LLC (the "Rights Agent"), ) dated as of November 7June 23, 1996 1997 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associates thereof Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or obtainable. Commencing as soon as reasonably practicable following the date hereof, certificates representing shares of Common Stock that are delivered prior to the Distribution Date shall also bear the foregoing legend. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the a Stock Acquisition Date (orinvolving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of within ten (10) Business on the tenth Business Day Days (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the intention of any Person Common Shares then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Stock Common Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare Rights Agent receives such notice and executelist, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for shares certificates representing Common Shares in respect of Stock outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Stock represented therebyCommon Shares outstanding on the Record Date shall bear the legend set forth in subsection (c). (c) Certificates for Stock which become outstanding Except as provided in Section 22 hereof, Rights shall be issued in respect of all Common Shares that are issued (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such Common Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the First Amended and Restated Rights Agreement between U.S. Home Corporation Aqua America, Inc. (the "Company") and First Chicago Equiserve Trust Company of New York Company, N.A. (the "Rights Agent"), ) dated as of November 7February 20, 1996 2004 (the "Rights Agreement"), and as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of beneficial interests in the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Stock Common Shares represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ), or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one (1) or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one (1) Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) of this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) of this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the The Company will send make available a copy of a Summary of Rights, in substantially the form of attached to this Agreement as Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mailC, to each record any holder of the Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyRights who may so request from time to time. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Final Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement (the "Rights Agreement") between U.S. Home Corporation BroadBand Technologies, Inc. (the "Company") and First Chicago Trust Company Union National Bank of New York North Carolina (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) and ), (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the intention shares of any Person Common Stock then outstanding or (other than iii) the Companyclose of business on the tenth Business Day after the Board of Directors determines, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plancriteria set forth in Section 11(a)(ii)(B) to commencehereof, that a tender or exchange offer the consummation of which would result in any Person becoming is an Acquiring Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation Inland Steel Industries, Inc. (the "Company") and First Chicago ▇▇▇▇▇▇ Trust Company of New York (the "Rights Agent")and Savings Bank, dated as of November 725, 1996 (1997, as the same may be amended from time to time, time amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date day, (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) and (ii) the Close of Business on the tenth Business Day (), or such later date as specified by the Board majority of Directors shall determine prior to the Disinterested Directors, after the Stock Acquisition Date, or (ii) the close of business on the tenth business day, or such time later date as any Person becomes an Acquiring Person) specified by the majority of the Disinterested Directors, after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14e-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of shares of Voting Stock representing 28% or more of the intention of any Person Voting Power (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As Unless otherwise delayed by an action of the Board of Directors, as soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent by first-class, postage-insured, postage- prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation ▇▇▇▇▇▇▇▇▇ World Industries, Inc. (the "Company") and First Chicago Trust Company of New York Chemical Mellon Shareholder Services, L.L.C. (the "Rights Agent"), dated ) effective as of November 7March 21, 1996 (as the same may be amended from time to time, the "Rights Agreement"), ) the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail or cause to be mailed to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate Affiliates or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Rights will expire March 21, 2006 unless earlier redeemed or otherwise extended as described in the Rights Agreement. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of date that is the earliest of: (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ); (ii) the Close of Business on the tenth Business Day (or such later date day as may be determined by the Board of Directors shall determine prior to such the time as any Person a person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act as in effect on the date hereof, if upon purchase of all securities sought (iii) the intention Close of any Business on the tenth business day after a person becomes an Adverse Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) criteria set forth in 11(a)(ii)(B). or, with respect to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above, such later date or dates as the Board of Directors may designate; provided, however, that if such later date or dates are designated, such designations shall be made on or prior to the date which would otherwise have been controlling, (the earliest of (i), (ii) (subject to any such delay of (i) or (ii)) or (iii) being herein referred to as the "Distribution Date"), then, (x) subject to the provisions of paragraph (b) of this Section 3, the Rights will be evidenced (subject to Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall, unless prohibited by the terms of any agreement to which the Company is a party on the date of this Rights Agreement (or, if the Board of Directors so determines, after the date of this Agreement), make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights, except that if the Company is prohibited from paying cash in lieu of fractional Rights, then the Company shall round the fractional Rights to the next highest number of whole Rights so that Rights Certificates represent only whole numbers of Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On As soon as practicable following the Record Date or as promptly as practicable thereafterDate, the Company will send a copy of a the Summary of Rights, Rights in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation The MIIX Group, Incorporated (the "Company") and First Chicago EQUISERVE, L.P. and its wholly-owned subsidiary, Equiserve Trust Company of New York Company, N.A. (the "Rights Agent"), ) dated as of November 7June 28, 1996 (2001, as the same may be amended from time to time, (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or Adverse Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may will become null and void. Rights are subject to redemption, at the option of the Company, at $.001 per Right on the terms set forth in the Rights Agreement. With respect to such certificates containing bearing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock shall also be the surrender for registered holders of the associated Rights, and the transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificates. In Notwithstanding this paragraph 3(c), the event omission of a legend shall not affect the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption enforceability of any share point of Convertible Preferred Stock) after this Agreement and/or the Record Date but prior to the Distribution Date, any Rights associated with such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingRights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the a Stock Acquisition Date (orinvolving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii) hereof, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or is first commenced within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention of any Person Common Shares then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Stock Common Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare Rights Agent receives such notice and executelist, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights in accordance with Section 14(a) hereof. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for shares certificates representing Common Shares in respect of Stock outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Shares. (c) Certificates for Stock which become outstanding Except as provided in Section 22 hereof, Rights shall be issued in respect of all Common Shares that are issued (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates representing such Common Shares and all certificates issued after the Distribution Record Date upon the transfer of Common Shares outstanding on the Record Date shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation The Company, a Delaware corporation (the "Company") and First Chicago Trust Company of Transfer Agent, a New York corporation (the "Rights Agent"), ) dated as of November 7April 18, 1996 2002 (the "Rights Agreement"), and as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of beneficial interests in the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Stock Common Shares represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) and ), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 20% or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Stock Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company)Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa Rights certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Record Date, at the address of such holder then shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rightsthereto. Until the earlier Distribution Date (or the earliest of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Stock Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock the Common Shares represented thereby. (c) Certificates for Stock Common Shares which become outstanding (including, without limitation, reacquired Stock Common Shares referred to in the last sentence of this Section 3(cparagraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between U.S. Home Corporation (the "Company") American Physicians Service Group, Inc. and First Chicago American Stock Transfer & Trust Company of New York (the "Rights Agent"), dated as of November 7August 15, 1996 1999 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. American Physicians Service Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates certificates, and will no longer be evidenced by this certificate. The Company American Physicians Service Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock Common Shares represented thereby. In the event that the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Stock Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock Common Shares which is are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as of the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights; ) (the earlier of (i) and (ii) such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to Section 3(b) hereof) by the certificates for the Stock Ordinary Shares registered in the names of the holders thereof of the Ordinary Shares (which certificates for Ordinary Shares shall be deemed also to be certificates for Rights) and not by separate certificates, except that the Rights Certificatesassociated with any uncertificated Ordinary Shares shall be evidenced by the registration of Ordinary Shares in the Company’s register of members in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights), and (y) the Rights (and the right to receive Rights Certificates will certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company)Ordinary Shares. As soon as practicable after the Distribution Date, upon written request by the Company will prepare and executereceipt by the Rights Agent of all necessary and relevant information, the Rights Agent will countersignshall send, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Stock Ordinary Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Stock Ordinary Share so held, held (subject to adjustment as provided herein). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) On As soon as practicable following the Record Date or as promptly as practicable thereafterDate, the Company will shall send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto B (the "“Summary of Rights"”), by first-class, postage-postage prepaid mail, to each record holder of the Stock Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Ordinary Shares outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for Stock registered in the names of the holders thereof Ordinary Shares and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock Ordinary Shares shall also be the registered holders of the associated Rights. Until With respect to uncertificated Ordinary Shares outstanding as of the earlier of Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Expiration DateRights), the Rights will be evidenced by the registration of the Ordinary Shares in the Company’s share register in the names of the holders thereof. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate of the certificates for shares of Stock the Ordinary Shares outstanding on the Record Date, with or without a copy Date shall also constitute the transfer of the Summary Rights associated with the Ordinary Shares represented by such certificate, and the registration of Rights attached thereto, transfer of ownership of any uncertificated Ordinary Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with such shares shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of Stock represented therebythe Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (c) Certificates issued for Stock which become outstanding Ordinary Shares (including, without limitation, reacquired Stock referred to in the last sentence certificates issued upon transfer or exchange of this Section 3(c)Ordinary Shares) after the Record Date Date, but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following legendform, or such similar legend as the Company may deem appropriate and as is 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 or made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Ordinary Shares may from time to time be listed or quoted, or to conform to such usage: This certificate also evidences and entitles the holder hereof to certain Rights “Rights” as set forth in the an Amended and Restated Rights Agreement Agreement, by and between U.S. Home Corporation HOLLYSYS AUTOMATION TECHNOLOGIES LTD. (the "“Company"”) and First Chicago Trust Company of New York CONTINENTAL STOCK TRANSFER AND TRUST COMPANY (the "“Rights Agent"”), dated as of November 7September 24, 1996 2020 (as the same may be amended from time to time, the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an “Beneficially Owned” by “Acquiring Person or any Affiliate or Associates thereof Persons” (as such terms are defined in the Rights Agreement) or certain related parties, as well as subsequent holders of such Rights, may become null and void. and, in the case of the initial transaction statement or subsequent period statements with respect to uncertificated Ordinary Shares, a legend in substantially the following form: The registration in the register of members of HOLLYSYS AUTOMATION TECHNOLOGIES LTD. (the “Company”) of the Ordinary Shares to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in an Amended and Restated Rights Agreement, by and between the Company and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY (the “Rights Agent”), whether currently held dated as of September 24, 2020 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or on behalf may be evidenced by separate certificates and will no longer be evidenced by such registration. The Company will mail to the holder of this statement a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights “Beneficially Owned” by “Acquiring Persons” (as such terms are defined in the Rights Agreement) or certain related parties, as well as subsequent holders of such Person or by any subsequent holderRights, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Stock Ordinary Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Stock Ordinary Shares represented therebyby such certificate. In With respect to such initial transaction statements or subsequent periodic statements containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Ordinary Shares with respect to which such statements are issued shall be evidenced solely by the registration of ownership of such Ordinary Shares in the share register of the Company, and the registration of transfer of ownership in such share register shall also constitute the transfer of the Rights associated with such Ordinary Shares. (d) Notwithstanding anything in this Agreement to the contrary, in the event the Company purchases or acquires any Stock (includingthat, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), any Ordinary Shares are cancelled in connection with the purchase or acquisition of such Ordinary Shares by the Company, then the Rights associated with such Stock Ordinary Shares shall be deemed cancelled to be similarly (and concurrently) retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingand cancelled.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with such the shares of Common Stock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding (including, without limitation, reacquired Stock referred to in are issued after the last sentence date of this Section 3(c)) after the Record Date Agreement but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles entities the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation (the "Company") Eagle Geophysical, Inc. and First Chicago Trust Company of New York (the "Rights Agent")ChaseMellon Shareholder Services, L.L.C., dated as of November 7August 24, 1996 1998 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Eagle Geophysical, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Eagle Geophysical, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare notify the Rights Agent of the occurrence thereof and executewill cause the transfer agent of the Common Stock to provide the Rights Agent with a shareholder list. As soon as practicable following receipt of notice of the Distribution Date from the Company and the shareholders list from the transfer agent, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesRights Certificates, in substantially the form of Exhibit B hereto (individually a "Rights Certificate" and collectively the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of on or after the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with or without a copy of the Summary of Rights attached hereto, thereto and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, thereto in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates issued after the Record Date, or, in certain circumstances provided in Section 22 hereof, after but prior to the earlier of the Distribution Date or the Expiration Date, shall also be deemed to be certificates Certificates for Rights, Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home OMI Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent"), ChaseMellon Shareholder Services L.L.C. dated as of November 719, 1996 1998 (as the same it may be amended amended, modified or supplemented from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. OMI Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights will expire on the Close of Business on November 19, 2008 unless redeemed prior thereto. OMI Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate Certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit plan of the Company or of any Subsidiary of the Company, or any if upon consummation thereof such Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to Section 3(bthe provisions of Subsection (b) hereofof this SECTION 3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock and not by separate Rights Certificates, certificates and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided that, if the foregoing results in a Distribution Date being prior to the Record Date, the Distribution Date shall be the Record Date and provided further that if any tender or exchange offer referred to in CLAUSE (ii) of this SECTION 3(a) is canceled, terminated or otherwise withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this SECTION 3(a), never to have been made. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-first- class, postage-insured, postage prepaid mail, mail to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to SECTION 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On As promptly as practicable following the Record Date or as promptly as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution DateDate or the earlier transfer or exchange thereof, the Rights will associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in SECTION 7 hereof), the surrender for transfer of any certificate of the certificates for shares of the Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with such shares of the Common Stock represented therebyby such certificates. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which that become outstanding (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, Date or, in certain circumstances provided in Section SECTION 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN FORGENT NETWORKS, INC. (the THE "CompanyCOMPANY") and First Chicago Trust Company of New York AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS IT MAY BE AMENDED FROM TIME TO TIME (the THE "Rights AgentRIGHTS AGREEMENT"), dated as of November 7THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, 1996 AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS MAY BE REDEEMED. RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as the same may be amended from time to time, the "Rights Agreement"AS DEFINED IN THE RIGHTS AGREEMENT), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstancesWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidMAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any Subsidiary trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or more of the first public announcement shares of the intention of any Person Company Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates representing such shares of Company Common Stock issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation BE Aerospace, Inc. (the "Company") and First Chicago Trust Company of New York BankBoston, N.A. (the "Rights Agent"), ) dated as of November 712, 1996 1998 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or and (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with evidenced by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day day (or such later date as may be determined by action of the Board Company's board of Directors shall determine directors prior to such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance 15% or more of the Rights; shares of Common Stock of the Company then outstanding (the earlier of the events described in (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for shares of Common Stock of the Stock Company registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock of the Stock Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send send, or cause to be sent, a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock of the Stock Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Company shall also constitute the transfer of the Rights associated with such the shares of Common Stock represented thereby. (c) Certificates for evidencing shares of Common Stock of the Company which become outstanding (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) or are otherwise transferred after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles legend (or such other legend as the holder hereof to certain Rights as set forth in Company may deem appropriate that is not inconsistent with the provisions of this Agreement but which does not affect the rights, duties or indemnities of the Rights Agreement between U.S. Home Corporation Agent): THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CROSSROADS SYSTEMS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF AUGUST 21, 2002 (the THE "Company") and First Chicago Trust Company of New York (the "Rights AgentRIGHTS AGREEMENT"), dated as of November 7THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CROSSROADS SYSTEMS, 1996 INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. CROSSROADS SYSTEMS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (as the same may be amended from time to time, the "Rights Agreement"AS DEFINED IN THE RIGHTS AGREEMENT), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock represented thereby. In the event If the Company purchases or acquires any shares of Common Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but Company prior to the Distribution Date, any Rights associated with such shares of Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with any shares of Common Stock of the Stock Company which is are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) and (ii) ), the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement of General Rules and Regulations under the intention of any Exchange Act, if upon consummation thereof, such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming become an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and or (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-first- class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesrights certifi- ca▇▇▇, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the The Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-prepaid mail, to each any record holder of the Common Stock who may so request from time to time prior to the Expiration Date (as of the Close of Business on the Record Datesuch term is defined in Section 7 hereof), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution (5) Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: legend (or the legend required under the 1987 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation Twin Disc, Incorporated (the "Company") and First Chicago Trust Company of New York the Rights Agent thereunder (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention of any Person Common Shares then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Stock Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company will send a copy Rights shall be issued in respect of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Stock all Common Shares which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date ; certificates representing such Common Shares shall also be deemed to be certificates for Rights, and . Certificates representing Common Shares shall bear the following legendlegend if issued after the Record Date but prior to the Amendment Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 2002 Rights Agreement between U.S. Home Corporation (the "“Rights Agreement”), between C▇▇▇▇▇ Industries, Ltd. and EquiServe Trust Company") and First Chicago Trust Company of New York (the ", N.A., as Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. C▇▇▇▇▇ Industries, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company C▇▇▇▇▇ Industries, Ltd. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Certificates representing Common Shares shall bear the following legend if issued after the Amendment Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 2007 Amended and Restated Rights Agreement (the “Rights Agreement”), between C▇▇▇▇▇ Industries, Ltd. and Computershare Trust Company, N.A., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of C▇▇▇▇▇ Industries, Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. C▇▇▇▇▇ Industries, Ltd. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legendlegends, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Stock Common Shares represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance 15% or more of the Rights; shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company)Common Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rightsthereto. Until the earlier of the Distribution Date (or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such the shares of Common Stock represented thereby. (c) Certificates for Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close earlier of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as after the Board Stock Acquisition Date, and the Close of Directors shall determine prior to such time as any Person becomes an Acquiring Person) Business on the tenth Business Day after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the then outstanding Nonvoting Common Stock, 20% or more of the then outstanding Voting Common Stock, or 15% or more of the then outstanding shares of the Company Common Stock in the aggregate, or (ii) such later date as may be determined by action of any Subsidiary a majority of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant Independent Directors (such determination to the terms of any such plan) of, or be made prior to either of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result dates specified in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit A or Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On Voting Common Stock Rights may be held only by: (1) An active employee of the Record Date Company, of a corporation in which the Company directly owns 100% of the voting shares, or of a corporation, in an unbroken chain of corporations, in which the Company indirectly (through the Company's ownership of 100% of the voting shares of all intermediate corporations in that chain) owns 100% of the voting shares, each such employee being hereinafter referred to as an "Active Employee"; (2) directors of the Company ("Directors"); or (3) trusts for the exclusive benefit of an Active Employee or Active Employees if the terms of the trust provide that the Trustee shall vote all full shares of Voting Common Stock of the Company credited to the account of said Active Employee or Active Employees only in accordance with the written direction of said Active Employee or Active Employees (hereinafter referred to as "Eligible Trusts"). A trust shall be deemed to be for the exclusive benefit of an Active Employee even though the trust makes provision for the holding of shares after an Active Employee ceases to be such for such period as may be necessary in order to effectuate distribution to him, or upon death, to his designated beneficiary. At such time as (i) any person shall cease to be an Active Employee, (ii) any Director shall cease to hold that position, or (iii) any Eligible Trust which is a registered holder of Voting Common Stock Rights ceases to be an Eligible Trust for any reason whatsoever, each Voting Common Stock Right held by or for such Active Employee, Director or Eligible Trust shall be converted forthwith and automatically into one Nonvoting Common Stock Right. At such time as any Voting Common Stock Right is sold or transferred, by operation of law or otherwise, to anyone, including the Company, who is not an Active Employee, a Director or an Eligible Trust, each Voting Common Stock Right so sold or transferred shall be converted forthwith and automatically into one Nonvoting Common Stock Right. (c) As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form which may be appended to certificates that evidence shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (cd) Certificates for Stock which become outstanding (includingRights shall, without limitationany further action, reacquired be issued in respect of all shares of Company Common Stock referred to that are issued (including any shares of Company Common Stock held in the last sentence of this Section 3(c)treasury) after the Record Date (but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, ). Certificates evidencing such shares of Company Common Stock issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation ▇▇▇▇▇▇▇ Associates, Inc. (the "Company") and First Chicago ▇▇▇▇▇▇ Trust Company of New York and Savings Bank (the "Rights Agent"), ) dated as of November 78, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with evidenced by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming be an Acquiring Person (including including, in the case of both clauses (i) and (ii), any such date time which is after the date of this Agreement and prior to the issuance of the Rights; the Rights)(the earlier of (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); PROVIDED, HOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), the surrender for transfer of any such certificate for shares of Company Common Stock outstanding on as of the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with such shares of the Company Common Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates, orrepresenting such shares of Company Common Stock, in certain circumstances provided in Section 22 hereof, issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation DSP Group, Inc. (the "Company") and First Chicago Trust Company of New York Norwest Bank Minnesota, N.A. (the "Rights Agent"), ) dated as of November 7June 5, 1996 (1997, as the same may be amended from time to time, time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS ISSUED TO, or held byOR HELD BY, any Person who isANY PERSON WHO IS, was or becomes an Acquiring Person or any Affiliate or Associates thereof WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and voidMAY BECOME NULL AND VOID. With respect to such certificates containing representing shares of Company Common Stock that bear the foregoing legend, until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any Subsidiary trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 20% or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or more of the first public announcement shares of the intention of any Person Voting Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-first- class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, rights certificates in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company will send sent a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (as amended to summarize the Rights as amended as of Exhibit C hereto (the date hereof, the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for The number of Rights associated with each share of Company Common Stock outstanding (including any shares of Company Common Stock held in treasury) on the date hereof shall be adjusted so that the number of Rights associated with each share of Company Common Stock on the date hereof shall equal one. (d) Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date date hereof but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates representing such shares of Company Common Stock issued after the Distribution Date shall be deemed to be certificates for Rights, and date hereof shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between U.S. Home Corporation Agreement, dated as of December 3, 1999 (the "CompanyRights Agreement") ), between Oneida Ltd. and First Chicago American Stock Transfer & Trust Company of New York (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or and (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). Notwithstanding the preceding sentence, a Distribution Date shall not occur as a result of the execution or delivery of the Merger Agreement by Parent or Acquisition Sub, the public announcement of such execution and delivery, or the consummation of the Merger and the transactions contemplated thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right Rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rightsthereto. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the surrender for transfer of any certificate for representing shares of Common Stock outstanding on the Record Datein respect of which Rights have been issued, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between U.S. Home Central and South West Corporation (the "Company") and First Chicago Trust Company of New York Central and South West Services, Inc. (the "Rights Agent"), ) dated as of November 7December 22, 1996 1997 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstanding.request

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close close of Business business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than any Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit plan of the Company or of any Subsidiary of the Companyif upon consummation thereof, such Person, or any Person Affiliate or entity organizedAssociate of such Person, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming become an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders thereof of the Common Stock and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign (by manual or facsimile signature) and the Company Rights Agent will send or cause to be sent (at the expense of the Company and upon receipt of all relevant information, including the names and addresses of all relevant holders if the Rights Agent is not also the transfer agent and registrar of the Common Stock) by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than the holder of any Rights that have become null and void pursuant to Section 7(e) hereof), at the address of such holder shown on the records of the Company, one or more right rights certificates, substantially in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On In connection with the Record Date or as promptly as practicable thereafteradoption of the Original Agreement, the Company will send sent a copy of a Summary of Rights, in substantially the form of Exhibit C hereto Rights (the "“Original Summary of Rights"), ”) by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. The Original Summary of Rights has been amended in substantially the form attached hereto as Exhibit C (the “Amended Summary of Rights”). The Company will make available a copy of the Amended Summary of Rights to any holder of Rights who may so request in writing from time to time prior to the Expiration Date or Final Expiration Date. (c) With respect to certificates for the representing shares of Common Stock outstanding as of the Record Date (or shares registered in book-entry form), or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by the certificates representing such certificates for Common Stock registered (or by an appropriate notification in the names of the holders thereof book-entry form) and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier earliest of the Distribution Date, the Expiration Date or the Expiration Dateredemption of the Rights pursuant to Section 23 hereof, the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on (or the Record Date, with or without a copy transfer of the Summary shares registered in book-entry form) in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (cd) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Expiration Date, or, in certain circumstances provided in redemption of the Rights pursuant to Section 22 23 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the that certain Amended and Restated Preferred Stock Rights Agreement Agreement, between U.S. Home Corporation VIVUS, Inc. (the "“Company"”) and First Chicago Computershare Trust Company of New York Company, N.A. (including any successor rights agent, the "“Rights Agent"”), dated as of November 79, 1996 (2016, as the same it may be further amended from time to time, time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyRights Agent designated for such purposes. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of book-entry shares, until the earlier of the (i) the Distribution Date, (ii) Expiration Date or (iiiii) the Expiration Dateredemption of Rights pursuant to Section 23 hereof, the Rights associated with the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alonealone or such registration in book-entry form, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates or book-entry shares shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which is that are no longer outstanding. Notwithstanding this paragraph (d), neither the omission of a legend, nor the failure to provide notice thereof (whether under this Section 3(d) or Section 4(b)), shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as the may be determined by action of a majority of Board of Directors shall determine in accordance with the Company's By-Laws prior to such time as any Person becomes an Acquiring Personand of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established maintained by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity, or the trust maintained by the Company's employee stock ownership plan) is first published or sent or given within the meaning of Rule 14d-4(a) of the CompanyExchange Act Regulations or any successor rule, any employee benefit plan if upon consummation thereof such Person would be the Beneficial Owner of 25% or more of the shares of Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company)) and not separately. As soon promptly as reasonably practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(o) hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments in accordance with Section 14(a) hereof, so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On As promptly as reasonably practicable following the Record Date or as promptly as practicable thereafterDate, the Company will send a copy of a Summary of RightsRights to Acquire Company Common Stock in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates, orrepresenting such shares of Company Common Stock, in certain circumstances provided in Section 22 hereof, issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation Mich▇▇▇ Bake▇ ▇▇▇poration (the "CompanyCOMPANY") and First Chicago American Stock Transfer and Trust Company of New York (the "Rights AgentRIGHTS AGENT"), ) dated as of November 716, 1996 1999 (as the same may be amended from time to time, the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge as promptly as reasonably practicable after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business business on the tenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) within ten (10) Business Days (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention of any Person Common Shares then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Stock Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof Common Shares and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for shares certificates representing Common Shares in respect of Stock outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Stock represented therebyCommon Shares outstanding on the Record Date shall bear the legend set forth in subsection (c). (c) Certificates for Stock which become outstanding Except as provided in Section 22 hereof, Rights shall be issued in respect of all Common Shares that are issued (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such Common Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation Union Pacific Resources Group (the "Company") and First Chicago ▇▇▇▇▇▇ Trust Company of New York and Savings Bank (the "Rights Agent"), ) dated as of November 7October 28, 1996 (the "Rights Agreement"), and as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of beneficial interests in the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Stock Common Shares represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day (or such specified later date as may be determined by the Board with the concurrence of a majority of the Continuing Trustees before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board with the concurrence of Directors shall determine prior to such time as any Person becomes an Acquiring Persona majority of the Continuing Trustees before the occurrence of the Distribution Date) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit plan of the Company or of any Subsidiary of the Companyif upon consummation thereof, or any such Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares of the Company registered in the names of the holders thereof of the Common Shares of the Company either with the Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit B (the "Summary of Rights"), attached or bearing the legend set forth in Section 3(c) hereof (which certificates for Common Shares of the Company shall be deemed also to be certificates for Rights) and not by separate Rights Certificates, certificates and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares Common Shares of Stock the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Stock Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, rights certificates in substantially the form of Exhibit B C hereto (the "Rights Certificates"), ) evidencing one Right for each share Common Share of Stock the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share of the Company has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a the Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), Rights by first-class, postage-postage prepaid mail, to each record holder of the Stock Common Shares of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares of the Company outstanding as of the Record Date, as set forth in paragraph (a) above, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Stock registered in the names Common Shares of the holders thereof and together Company with or without a copy of the Summary of Rights attached heretoattached, and the registered holders of the Stock Common Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy certificates representing Common Shares of the Summary Company in respect of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares of Stock represented therebythe Company. (c) Certificates for Stock Rights shall be issued in respect of all Common Shares of the Company which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances and to the extent provided in Section 22 hereof, in respect of Common Shares of the Company issued after the Distribution Date and prior to the Expiration Date. Certificates representing such Common Shares of the Company shall also be deemed to be certificates for Rights, and shall shall, as promptly as practicable following the Record Date, bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation Hospitality Properties Trust (the "Company") and First Chicago State Street Bank and Trust Company of New York (the "Rights Agent"), ) dated as of November 7May 20, 1996 1997 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held beneficially owned (as such term is defined in the Rights Agreement) by, any Person who is, was or becomes an Acquiring Person Person, or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares of the surrender for Company shall also be the registered holders of the associated Rights, and the transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Stock represented thereby. In the event Common Shares of the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with represented by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by a majority of the Board of Continuing Directors shall determine prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance 15% or more of the Rights; shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company)Common Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company send) by first-class, insured, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Shares of Series A Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rightsthereto. Until the earlier of the Distribution Date (or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such the shares of Common Stock represented thereby. (c) Certificates for shares of Common Stock which become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the last sentence of this Section 3(cparagraph (c)) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between U.S. Home Corporation (the "Company") ENCAD, Inc. and First Chicago ▇▇▇▇▇▇ Trust Company of New York (the "Rights Agent")California, dated as of November 7March 19, 1996 1998 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. ENCAD, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company ENCAD, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstanding.the

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Share Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) and ), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Securities Act, the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Stock Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company)Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-first- class, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) and ), or (ii) the Close close of Business business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 5% or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the close of business on the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Stock Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares Common Shares of Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Stock Common Share so held, subject to the adjustment as provided hereinprovisions of Section 11 of this Rights Agreement. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rightsthereto. Until the Distribution Date (or the earlier of the Distribution Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Stock Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock the Common Shares represented thereby. (c) Certificates for Stock Common Shares which become outstanding (including, without limitation, reacquired Stock Common Shares referred to in the last sentence of this Section 3(cparagraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed have impressed on, printed on, written on or otherwise affixed to be certificates for Rights, and shall bear them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between U.S. Home Corporation (the "Company") CRIIMI MAE Inc. and First Chicago Trust Registrar and Transfer Company of New York (the "Rights Agent"), dated as of November 7January 23, 1996 (2002, as the same may be amended from time to time, time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. CRIIMI MAE Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates certificates, and will no longer be evidenced by this certificate. The Company CRIIMI MAE Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may will become null and voidvoid and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock Common Shares represented thereby. In the event that the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Stock Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock Common Shares which is are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2 of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and executeRights Agent, the Rights Agent will countersignupon receipt of all necessary information, and the Company will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will send a copy of a summary of the Rights (the Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Distribution Redemption Date (as defined hereinafter) or the Final Expiration DateDate (as defined hereinafter)), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with such the shares of Common Stock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding (including, without limitation, reacquired Stock referred to in are issued after the last sentence date of this Section 3(c)) after the Record Date Agreement but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date (as defined hereinafter). Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and such certificates issued after the date of this Agreement shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Interphase Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent")Computershare Investor Services, LLC, dated as of November December 7, 1996 2000 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyInterphase Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Interphase Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Persondetermine) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (c) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and at the Company will send or cause to be sent expense of the Company, by first-class, insured, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the The Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent")Agreement, dated as of November 7May 17, 1996 1999 (as the same may be amended from time to time, the "Rights AgreementRIGHTS AGREEMENT"), between Amtech Systems, Inc. and American Securities Transfer & Trust, Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Amtech Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Amtech Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates."

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company’s Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any Subsidiary trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2 of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or more of the first public announcement shares of the intention of any Person Company Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form that may be appended to certificates that evidence shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "“Summary of Rights"”), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Stock which become outstanding (includingRights shall, without limitationany further action, reacquired be issued in respect of all shares of Company Common Stock referred to that are issued (including any shares of Company Common Stock held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates evidencing such shares of Company Common Stock issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent")Agreement, dated as of November 7July 18, 1996 2005 (as the same may be amended from time to time, the "“Rights Agreement"”), between Navigant International, Inc. (the “Company”) and American Stock Transfer & Trust Company (the “Rights Agent”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the CompanyRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. .” With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with evidenced by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of of: (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit plan if upon consummation thereof, such Person would be the Beneficial Owner of 10% or more of the Company or shares of any Subsidiary of Common Stock then outstanding (the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of (i) and (ii) being herein referred to as the "Distribution Date"), , (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and and (yB) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). A majority of the Continuing Directors or, if there are then no Continuing Directors, a majority of the Board of Directors of the Company may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date to be determined by a subsequent action or event. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(f) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 1(o) hereof), the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home NOVA Corporation (the "Company") and First Chicago Trust Company of New York Union National Bank (the "Rights Agent"), ) dated as of November 7July 9, 1996 1999 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person Person, or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of of: (i) the Distribution Date or or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such a plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding, (iii) the first date of public announcement (including, without limitation, the filing of any Subsidiary report pursuant to Section 13(d) of the Company, or any Person or entity organized, appointed or established Exchange Act) by the Company for or pursuant to a 40% Person that a 40% Person has become such and (iv) the terms occurrence of any such plan) of, or of a Section 13 Event (the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of (i), (ii) (iii) and (iiiv) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the by transfer of the underlying shares of Company Common Stock (including a transfer to the Company). Upon the occurrence of a Distribution Date, the Company shall promptly notify the Rights Agent and request a stockholder list from the Company's transfer agent. As soon as practicable after the Distribution Date, the Company will prepare Rights Agent receives such notice and executelist, the Rights Agent will countersignsend, and the Company will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of attached as Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of Exhibit C B attached hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. To the extent practicable, or, in certain circumstances provided in Section 22 hereof, certificates representing such shares of Company Common Stock and issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation JP Realty, Inc. (the "Company") and First Chicago Trust Company of New York (the "Rights Agent")ChaseMellon Shareholder Services, L.L.C. dated as of November 7August 11, 1996 (1999 as the same it may be amended from time to time, time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidvoid and nontransferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any Subsidiary trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 10% or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or more of the first public announcement shares of the intention of any Person Company Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates representing such shares of Company Common Stock issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement Agreement, dated as of July 2, 1997 (the "Rights Agreement"), between U.S. Home Corporation WinStar Communications, Inc. (the "Company") and First Chicago Continental Stock Transfer & Trust Company of New York (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date) and ), or (ii) the Close close of Business business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General PAGE Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights")C, by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the close of business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall be issued (i) in respect of all shares of Common Stock which become outstanding that are issued (including, without limitation, reacquired Stock referred to in either as an original issuance or from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, Date and (ii) in certain circumstances provided in Section 22 hereof, after connection with the issuance or sale of Common Stock following the Distribution Date and prior to the Expiration Date upon the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of PAGE securities issued by the Company prior to the Distribution Date. Certificates representing such shares of Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Thermo Electron Corporation (the "Company") and The First Chicago Trust Company National Bank of New York Boston (the "Rights Agent"), ) dated as of November 7January 19, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights. (d) Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), and the surrender for transfer of any such certificate certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Stock represented therebysuch shares of Common Stock. In the event that the Company purchases or acquires any shares of Common Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which is are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of of: (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ), or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company an Exempt Person) is first published or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person sent or (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and and (yB) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(f) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 1(o) hereof), the surrender for transfer of any certificate for certificates representing shares of Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding (including, without limitation, reacquired Stock referred to in the last sentence of this Section 3(c)) are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation SOUTHERN ELECTRONICS CORPORATION (the "Company") and First Chicago Trust Company of New York NATIONAL CITY BANK (the "Rights Agent"), ) dated as of November 7October 31, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person Person, or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of of: (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the a Stock Acquisition Date (orinvolving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of within ten (10) Business on the tenth Business Day Days (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the intention of any Person Common Shares then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Stock Common Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare Rights Agent receives such notice and executelist, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for shares certificates representing Common Shares in respect of Stock outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Stock represented therebyCommon Shares outstanding on the Record Date shall bear the legend set forth in subsection (c). (c) Certificates for Stock which become outstanding Except as provided in Section 22 hereof, Rights shall be issued in respect of all Common Shares that are issued (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such Common Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Philadelphia Suburban Corporation (the "Company") and First Chicago Trust Company of New York ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), ) dated as of November 7March 1, 1996 1998 (the "Rights Agreement"), and as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of beneficial interests in the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Stock Common Shares represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance 30% or more of the Rights; shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by be separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested by the Company, send) by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.Distribution (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Junior Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates, orrepresenting such shares of Company Common Stock, in certain circumstances provided in Section 22 hereof, issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation Rowan Companies, Inc. (the "Company") and First Chicago Trust Company of New York Citibank, N.A. (the "Rights Agent"), ) dated as of November 7February 25, 1996 1992 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and ), or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as the Board of Directors shall may determine prior to such time as any Person becomes an Acquiring Person) , after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary Exempted Persons) is first published or sent or given within the meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit plan of the Company or of any Subsidiary of the Companyif upon consummation thereof, or any such Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming become an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights) and not by separate Rights Certificatescertificates (or book entries), and (y) the right to receive surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) in respect of which Rights Certificates have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock, and (z) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company Rights Agent will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or The Company will make available, as promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of attached hereto as Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares), unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof (or book entries) and together with a copy of the Summary of Rights attached hereto, the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier earliest of the Distribution Date or the Expiration Date, the surrender for Expiration Date (as such term is defined in Section 7 hereof) or the redemption of the Rights pursuant to Section 23 hereof, the transfer of any certificate for certificates representing shares of Common Stock outstanding on in respect of which Rights have been issued (or, in the Record Datecase of uncertificated shares of Common Stock, with or without the effectuation of a copy book-entry transfer of the Summary such shares of Rights attached thereto, Common Stock) shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Stock. (c) Certificates for Rights shall be issued in respect of all shares of Common Stock which become outstanding are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date or the Expiration Date, or, in certain circumstances provided in redemption of the Rights pursuant to Section 22 23 hereof, after the Distribution Date . Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following legendform: “This certificate [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between U.S. Home Corporation Enzon Pharmaceuticals, Inc. (the "“Company"”) and First Chicago Continental Stock Transfer & Trust Company of New York Company, as rights agent (the "“Rights Agent"”), dated as of November 7August 14, 1996 (2020, as the same may be amended from time to time, time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate] [these shares]. The Company Rights Agent will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate Related Persons thereof or Associates thereof specified transferees of such Acquiring Person (or Related Person thereof) (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to such certificates certificated shares of Common Stock containing the foregoing legend, or any notice of the foregoing legend delivered to record holders of book-entry shares, until the earlier of the (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the such shares of Common Stock represented by such stock certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form alone, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebyby such certificates or book-entries. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption The omission of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with such Stock shall be deemed cancelled and retired so that the Company legend described in this Section 3 shall not be entitled to exercise affect the status, validity or enforceability of any Rights associated with part of this Agreement or the Stock which is no longer outstandingrights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any Subsidiary trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or more of the first public announcement shares of the intention of any Person Voting Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Preferred Stock Purchase Rights, in a form that may be appended to certificates that evidence shares of Company Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Stock which become outstanding (includingRights shall, without limitationany further action, reacquired be issued in respect of all shares of Company Common Stock referred to that are issued (including any shares of Company Common Stock held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, . Certificates evidencing such shares of Company Common Stock issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement dated as of December 3, 1997 (the "Rights Agreement"), between U.S. Home Corporation Burlington Industries, Inc. (the "Company") and First Chicago Trust Company of New York Wachovia Bank, N.A. (the "Rights Agent"), dated as of November 7, 1996 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In evidenced by such certificates. (d) Anything in this Section 3 to the event the Company purchases or acquires any Stock contrary notwithstanding, (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stocki) after the Record Date but prior to the Distribution Date, any Rights associated with such Right issued in respect of a share of Nonvoting Common Stock shall be deemed cancelled and retired so that to be issued in respect of any share of Voting Common Stock issued in exchange therefor pursuant to Section 4.2(d) of the Certificate of Incorporation of the Company and no new Right shall not be entitled issued in respect of such share of Voting Common Stock upon such exchange and (ii) on or after the Distribution Date, no Right will be issued in respect of any share of Voting Common Stock issued in exchange for a share of Nonvoting Common Stock pursuant to exercise any Rights associated with Section 4.2(d) of the Stock which is no longer outstandingCertificate of Incorporation of the Company.

Issue of Rights Certificates. (a) Until the earlier of (i) the ---------------------------- Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) business day after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any Subsidiary trustee or fiduciary with respect to such plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Company, Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of shares of Company Common Stock representing 15% or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or more of the first public announcement total Voting Rights of all the intention shares of any Person Company Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Effective Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-first- class, postage-insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B A-1 hereto (in the case of a G-P Right) or Exhibit A-2 hereto (in the case of a Timber Right) (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Original Record Date, the Company will send sent a copy of a Summary of Rights, Rights to Purchase Junior Preferred Stock in substantially the form which was attached as Exhibit B to the Original Agreement and which may be appended to certificates that represent shares of Exhibit C hereto Company Common Stock (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Existing Common Stock as of the Close of Business on the Original Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Effective Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates, orrepresenting such shares of Company Common Stock, in certain circumstances provided in Section 22 hereof, issued after the Distribution Effective Date shall be deemed to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between U.S. Home Georgia-Pacific Corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent"), ) dated as of November 7December 16, 1996 1997 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board of Continuing Directors shall determine prior to such time as any Person becomes an Acquiring Persontime) after the date of the commencement that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such a plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding, and (iii) the first date of public announcement (including, without limitation, the filing of any Subsidiary report pursuant to Section 13(d) of the Company, or any Person or entity organized, appointed or established Exchange Act) by the Company for or pursuant to a 40% Person that a 40% Person has become such (the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of (i), (ii) and (iiiii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the shares of Company Common Stock registered in the names of the holders thereof of shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B attached as EXHIBIT A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in a form which may be appended to certificates that represent shares of Company Common Stock, in substantially the form of Exhibit C EXHIBIT B attached hereto (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Stock represented thereby. (c) Certificates for Rights shall, without any further action, be issued in respect of all shares of Company Common Stock which become outstanding are issued (including, without limitation, reacquired including any shares of Company Common Stock referred to held in the last sentence of this Section 3(c)treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. To the extent practicable, or, in certain circumstances provided in Section 22 hereof, certificates representing such shares of Company Common Stock and issued after the Distribution Record Date shall be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Corporation The BISYS Group, Inc. (the "CompanyCOMPANY") and First Chicago Trust Company The Bank of New York (the "Rights AgentRIGHTS AGENT"), ) dated as of November 7May 8, 1996 (1997 as the same it may be amended from time to time, time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidvoid and nontransferable. With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business business on the tenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) within ten (10) Business Days (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention of any Person Common Shares then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares registered in the names of the holders thereof of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate Rights Certificatescertificates, and (y) the right to receive Rights Certificates and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Stock Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease. (b) On the Record Date or as As promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution Date, beneficial interests in the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof Common Shares and together with a copy of the Summary of Rights attached hereto, the registered holders of the Stock Common Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for shares certificates representing Common Shares in respect of Stock outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares Common Shares. Certificates issued after the Record Date upon the transfer of Stock represented therebyCommon Shares outstanding on the Record Date shall bear the legend set forth in subsection (c). (c) Certificates for Stock which become outstanding Except as provided in Section 22 hereof, Rights shall be issued in respect of all Common Shares that are issued (including, without limitation, reacquired Stock referred to in whether originally issued or delivered from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date . Certificates representing such Common Shares shall also be deemed to be certificates for beneficial interests in the associated Rights, and shall bear the following legend: "This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between U.S. Home Safeskin Corporation (the "Company") and First Chicago American Stock Transfer and Trust Company of New York (the "Rights Agent"), ) dated as of November 7December 18, 1996 (the "Rights Agreement"), and as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and beneficial interests therein will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, beneficial interests in the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of beneficial interests in the associated Rights, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Stock Common Shares represented thereby. In the event the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) after the Record Date but prior to the Distribution Date, any Rights associated with by such Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is no longer outstandingcertificates.

Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close tenth (10th) day (or such later date as may be determined by the Board before the occurrence of Business on the tenth day Distribution Date) after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2(a) under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b) hereof3) by the certificates for the Stock Common Shares registered in the names of the holders thereof and not by separate Rights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company)Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, rights certificates in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On the Record Date or The Company will make available, as promptly as practicable thereafterfollowing the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, unless and until the Distribution DateDate shall occur, the Rights will be evidenced by such certificates for Stock registered in the names of the holders thereof and together Common Shares with or without a copy of the Summary of Rights attached heretoattached, and the registered holders of the Stock Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares certificates representing Common Shares in respect of Stock outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with such shares of Stock represented therebyCommon Shares. (c) Certificates for Stock which become outstanding Rights shall be issued in respect of all Common Shares that are issued (including, without limitation, reacquired Stock referred to in whether originally issued or from the last sentence of this Section 3(c)Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances and to the extent provided in Section 22 hereof, in respect of Common Shares issued after the Distribution Date and prior to the Expiration Date. Subject to Section 3(a) hereof, certificates, if any, representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legendlegend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between U.S. Home Corporation Global Self Storage, Inc. (the "Company") and First Chicago American Stock Transfer & Trust Company of New York Company, LLC, as Rights Agent (the "Rights Agent"), dated as of November 7January 29, 1996 2016 (as the same may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement)) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock Common Shares represented thereby. In the event that the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Stock Common Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock which is Common Shares that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of earliest of: (i) the Close of Business on the tenth day Business Day after the Stock Shares Acquisition Date (Date; or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors shall determine prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of (i) and (ii) such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), ): (x) no Right may be exercised; (y) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Stock Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate certificates; and (z) the Rights Certificates, (and (y) the right to receive Rights Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Stock (including a transfer to the Company)Common Shares. As soon as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will shall countersign, and the Company will shall send or cause to be sent (and the Rights Agent shall, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificatesa certificate for Rights, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Stock Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. (b) On the Record Date Date, or as promptly soon as practicable thereafter, the Company will shall send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form of Exhibit EXHIBIT C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of the Stock Common Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Stock Common Shares outstanding as of the Record Date, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for Stock Common Shares registered in the names of the holders thereof and together with a copy of the Summary of Rights attached hereto, thereto and the registered holders of the Stock Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificate for shares of Stock Common Shares outstanding on the Record Date, with or even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented by such shares of Stock represented therebycertificate. (c) Certificates issued for Stock which become outstanding Common Shares (including, without limitation, reacquired Stock referred to in the last sentence certificates issued upon transfer or exchange of this Section 3(c)Common Shares) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall be deemed also to be certificates for Rights, Rights and shall bear have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between U.S. Home Corporation (the "Company") Xionics Document Technologies, Inc. and First Chicago Trust Company of New York (the "Rights Agent")BankBoston, N.A., dated as of November 7April 15, 1996 1998 (as the same may be amended from time to time, the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Xionics Document Technologies, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Xionics Document Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, under certain circumstances, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person or any Affiliate or Associates thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Stock Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Stock Common Shares represented thereby. In the event that the Company purchases or acquires any Stock (including, without limitation, upon conversion or redemption of any share of Convertible Preferred Stock) Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Stock Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Stock Common Shares which is are no longer outstanding.