Common use of per Right Clause in Contracts

per Right. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated: COMMUNITY FIRST BANKSHARES, INC. By Title: ATTEST: Secretary Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A. By Authorized Signature [Form of Reverse Side of Rights Certificate] (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies (after due inquiry and to the best of its knowledge) by checking the appropriate boxes that:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated: COMMUNITY FIRST BANKSHARESDated as of . VALUECLICK, INC. By By: Name: Title: ATTESTCOUNTERSIGNED: Secretary CountersignedMELLON INVESTOR SERVICES LLC as Rights Agent Authorized Signatory Name: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A. By Authorized Signature [Title: B-2 Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate] .) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies (after due inquiry and to DATED: ________________________, ____ Signature Guaranteed: Signatures must be guaranteed by a participant in an "eligible guarantor institution" as defined in Rule 17Ad-5 promulgated under the best Securities Exchange Act of its knowledge) by checking the appropriate boxes that:1934, as amended.

per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.001 (Canadian) per Right, subject to adjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. DatedDate: COMMUNITY FIRST BANKSHARES, FANTOM TECHNOLOGIES INC. By Title: ATTEST: Secretary -------------------------- Authorized Signature -------------------------- Authorized Signature Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A. By CIBC MELLON TRUST COMPANY -------------------------- Authorized Signature [Form of Reverse Side of (To be attached to each Rights Certificate] (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. FORM OF ELECTION TO EXERCISE TO: The undersigned hereby certifies irrevocably elects to exercise -------------------------- whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: --------------------------------- Name --------------------------------- Address --------------------------------- --------------------------------- Social Insurance, Social Security or Other Taxpayer Identification Number ----------------------------------------- DATED: ------------------------------------ Signature (after due inquiry and Signature must correspond to name as written upon the best face of its knowledgethis Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) ------------------------------ Signature Guaranteed Signature must be guaranteed by checking a Canadian chartered bank, a Canadian trust company or by a medallion guarantee by a member firm of the appropriate boxes that:Securities Transfer Agents Medallion Programme.

per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.001 (Canadian) per Right, subject to adjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated: COMMUNITY FIRST BANKSHARES, INC. By Title: ATTEST: Secretary Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A. By Authorized Signature [Form of Reverse Side of Rights Certificate] (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies (after due inquiry and to the best of its knowledge) by checking the appropriate boxes that:.

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Rights at the time of redemption, in which event this Rights Certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated: COMMUNITY FIRST BANKSHARES, INC. By Title: ATTEST: Secretary CountersignedAttest: ▇▇▇▇▇▇▇ FARGO BANK MINNESOTAMANUFACTURING CO., INC. By: By: Title: Title: Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By Authorized Signature [Form of Reverse Side of Rights Certificate] (Please print name By: Title: FOR VALUE RECEIVED, hereby sells, assigns and address of transferee) transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies (after due inquiry and to the best of its knowledge) by checking the appropriate boxes thatDated: , . Medallion Signature Guaranteed:

per Right. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right, subject to adjustment in certain events. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. DatedDate: COMMUNITY FIRST BANKSHARES, INC. By Title: ATTEST: Secretary Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A. By Authorized Signature [Form of Reverse Side of Rights Certificate] (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney, AGRIUM INC. By:______________________________________ Name: Title: By:______________________________________ Name: Title: CIBC MELLON TRUST COMPANY By:______________________________________ Name: Title: By:______________________________________ Name: Title: (To be attached to transfer the within each Rights Certificate on the books of the within-named Company, with full power of substitution. Certificate) FORM OF ELECTION TO EXERCISE TO: The undersigned hereby certifies (after due inquiry irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and to requests that certificates for such shares be issued in the best of its knowledge) by checking the appropriate boxes that:name of: _________________________________ Name _________________________________ Address _________________________________ _________________________________ Social Insurance, Social Security or other Taxpayer Identification Number ______

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one one-thousandth or integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this any Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereofof the Rights represented thereby, nor shall anything contained herein or in the any Rights Agreement or herein Certificate be construed to confer upon the holder hereofof any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 26 of the Rights Agreement), or to receive dividends or subscription rightsother distributions, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreementexercised. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. DatedDated as of ____________, _____. ATTEST: COMMUNITY FIRST BANKSHARESNATIONAL SERVICE INDUSTRIES, INC. By By: Name: Name: Title: ATTESTTitle: Secretary Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTAWACHOVIA BANK, N.A. By Authorized Signature [Signatures (Form of Reverse Side of Rights Certificate] ) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sell, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies (after due inquiry and to the best of its knowledge) by checking the appropriate boxes that:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory binding for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated: COMMUNITY FIRST BANKSHARESDated as of January , 2002. i2 TECHNOLOGIES, INC. By By: Name: Title: ATTEST: Secretary Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTAMELLON INVESTOR SERVICES LLC as Rights Agent By: Authorized Signatory Name: Title: FOR VALUE RECEIVED hereby sells, N.A. By Authorized Signature [Form of Reverse Side of Rights Certificate] (Please print name assigns and address of transferee) transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DATED: , Signature Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (after due inquiry and to each as defined in the best of its knowledge) by checking the appropriate boxes that:Rights Agreement).

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated: COMMUNITY FIRST BANKSHARESDated as of , . ASK JEEVES, INC. By By: Name: Title: ATTEST: Secretary Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTAFLEET NATIONAL BANK, N.A. By as Rights Agent By: Authorized Signature [Signatory Name: Title: B–3 Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate] (Please print name .) FOR VALUE RECEIVED hereby sells, assigns and address of transferee) transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. DATED: , Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (after due inquiry and to each as defined in the best of its knowledge) by checking the appropriate boxes that:Rights Agreement).

per Right. Subject to the provisions of the Rights Agreement, the Company, at its option, may elect to mail payment of the redemption price to the registered holder of the Right at the time of redemption, in which event this Rights Certificate may become void without any further action by the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated: COMMUNITY FIRST BANKSHARES, INC. By Title: ATTEST: Secretary CountersignedAttest: ▇▇▇▇▇▇▇ FARGO BANK MINNESOTAMANUFACTURING CO., N.A. By Authorized Signature INC. By: By: ------------------------- ------------------------- Title: Title: Countersigned: BANKBOSTON, N.A., as Rights Agent By: ------------------------- Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (Please To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers unto _____________________________________________________________________ __________________________________________________________________________ (please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies (after due inquiry and to the best of its knowledge) by checking the appropriate boxes thatDated: ___________, ____. _____________________________ Signature Signature Guaranteed:

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated: COMMUNITY FIRST BANKSHARESDated as of , . CHENIERE ENERGY, INC. By By: Name: Title: ATTESTCOUNTERSIGNED: Secretary CountersignedU.S. STOCK TRANSFER CORP. as Rights Agent By: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A. By Authorized Signature [Form of Reverse Side of Signatory Name: Title: (To be executed by the registered holder if such holder desires to transfer the Rights Certificate] (Please print name .) FOR VALUE RECEIVED hereby sells, assigns and address of transferee) transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies (after due inquiry and to the best of its knowledge) DATED: , Signature Signature Guaranteed: Signatures must be guaranteed by checking the appropriate boxes that:a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.

per Right. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares Units of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. DatedQRS CORPORATION By: COMMUNITY FIRST BANKSHARES, INC. By Name: Title: ATTEST: Secretary Countersigned: ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A. By MELLON INVESTOR SERVICES LLC as Rights Agent By: Authorized Signature [Form of Reverse Side of Signatory Name: Title: (To be executed by the registered holder if such holder desires to transfer the Rights Certificate] (Please print name .) FOR VALUE RECEIVED hereby sells, assigns and address of transferee) transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies (after due inquiry and to DATED: , Signature Guaranteed: Signatures must be guaranteed by a participant in an "eligible guarantor institution" as defined in Rule 17Ad-5 promulgated under the best Securities Exchange Act of its knowledge) by checking the appropriate boxes that:1934, as amended.