AND NORWEST BANK MINNESOTA, N.A. AS RIGHTS AGENT RIGHTS AGREEMENT

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CV THERAPEUTICS, INC.

AND

NORWEST BANK MINNESOTA, N.A.
AS RIGHTS AGENT

RIGHTS AGREEMENT

DATED AS OF FEBRUARY 2, 1999

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TABLE OF CONTENTS

PAGE

SECTION 1. CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 2. APPOINTMENT OF RIGHTS AGENT.. . . . . . . . . . . . . . . . . . . . .5

SECTION 3. ISSUE OF RIGHT CERTIFICATES.. . . . . . . . . . . . . . . . . . . . .5

SECTION 4. FORM OF RIGHT CERTIFICATES. . . . . . . . . . . . . . . . . . . . . .7

SECTION 5. COUNTERSIGNATURE AND REGISTRATION.. . . . . . . . . . . . . . . . . .8

SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN
RIGHT CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . .8

SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.. . . .9

SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. . . . . . . . . 11

SECTION 9. AVAILABILITY OF PREFERRED SHARES. . . . . . . . . . . . . . . . . . 11

SECTION 10. PREFERRED SHARES RECORD DATE. . . . . . . . . . . . . . . . . . . . 12

SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF
RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES. . . . . 22

SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES . . . . . . . . . . . . . . 26

SECTION 15. RIGHTS OF ACTION. . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 16. AGREEMENT OF RIGHT HOLDERS. . . . . . . . . . . . . . . . . . . . . 28

SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER . . . . . . . . . 28

SECTION 18. CONCERNING THE RIGHTS AGENT . . . . . . . . . . . . . . . . . . . . 29

SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT . . . . . 29

SECTION 20. DUTIES OF RIGHTS AGENT. . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 21. CHANGE OF RIGHTS AGENT. . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES. . . . . . . . . . . . . . . . . 33

SECTION 23. REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 24. EXCHANGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 25. NOTICE OF CERTAIN EVENTS. . . . . . . . . . . . . . . . . . . . . . 38

SECTION 26. NOTICES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 27. SUPPLEMENTS AND AMENDMENTS. . . . . . . . . . . . . . . . . . . . . 39

SECTION 28. DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS, ETC. . . . . . 40

SECTION 29. SUCCESSORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 30. BENEFITS OF THIS AGREEMENT. . . . . . . . . . . . . . . . . . . . . 41

TABLE OF CONTENTS
(CONTINUED)

PAGE

SECTION 31. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 32. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 33. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 34. DESCRIPTIVE HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . 41

Exhibit A - CERTIFICATE OF DESIGNATION

Exhibit B - FORM OF RIGHT CERTIFICATE

Exhibit C - SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES

RIGHTS AGREEMENT

THIS RIGHTS AGREEMENT ("AGREEMENT"), dated as of February 2, 1999,
between CV THERAPEUTICS, INC., a Delaware corporation (the "Company"), and
NORWEST BANK MINNESOTA, N.A. ("Rights Agent").

The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
(as such term is hereinafter defined) outstanding at the close of business on
February 23, 1999 (the "Record Date"), each Right representing the right to
purchase one one-hundredth of a Preferred Share (as such term is hereinafter
defined), upon the terms and subject to the conditions herein set forth, and has
further authorized and directed the issuance of one Right with respect to each
Common Share that shall become outstanding between the Record Date and the
earliest to occur of the Distribution Date, the Redemption Date and the Final
Expiration Date (as such terms are hereinafter defined); PROVIDED, HOWEVER, that
Rights may be issued with respect to Common Shares that shall become outstanding
after the Distribution Date and prior to the earlier of the Redemption Date and
the Final Expiration Date in accordance with the provisions of Section 22
hereof.

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

SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:

(a) "ACQUIRING PERSON" shall mean any Person (as such term is
hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 20% or more of the
Common Shares then outstanding. Notwithstanding the
foregoing, (A) the term Acquiring Person shall not include
(i) the Company, (ii) any Subsidiary (as such term is
hereinafter defined) of the Company, (iii) any employee
benefit or compensation plan of the Company or any
Subsidiary of the Company, (iv) any entity holding Common
Shares for or pursuant to the terms of any such employee
benefit or compensation plan, or (v) an Excluded Person,
and (B) no Person shall become an "Acquiring Person" either
(x) as the result of an acquisition of Common Shares by the
Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of the
Common Shares then outstanding; PROVIDED, HOWEVER, that if
a Person shall become the Beneficial Owner of 20% or more
of the Common Shares then outstanding by reason of share
purchases by the Company and shall, following written
notice from, or public disclosure by the Company of such
share purchases by the Company, become the Beneficial Owner
of any additional Common Shares without the prior

consent of the Company and shall then Beneficially Own more
than 20% of the Common Shares then outstanding, then such
Person shall be deemed to be an "Acquiring Person," or (y)
if the Board of Directors determines in good faith that a
Person who would otherwise be an "Acquiring Person," as
defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such
Person divests, as promptly as practicable (as determined
in good faith by the Board of Directors), but in any event
within five Business Days, following receipt of written
notice from the Company of such event, of Beneficial
Ownership of a sufficient number of Common Shares so that
such Person would no longer be an Acquiring Person, as
defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall no longer be deemed
to be an "Acquiring Person" for purposes of this Agreement;
PROVIDED, HOWEVER, that if such Person shall again become
the Beneficial Owner of 20% or more of the Common Shares
then outstanding, such Person shall be deemed an "Acquiring
Person," subject to the exceptions set forth in this
Section 1(a).

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

(i) which such Person or any of such Person's Affiliates
or Associates is deemed to beneficially own, within
the meaning of Rule 13d-3 of the General Rules and
Regulations under the Exchange Act as in effect on
the date of this Rights Agreement;

(ii) which such Person or any of such Person's Affiliates
or Associates has (A) the right to acquire (whether
such right is exercisable immediately or only after
the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary
agreements with and between underwriters and selling
group members with respect to a bona fide public
offering of securities and other than agreements
between the Company and any corporate partner
pursuant to which the right to purchase shares is
conditioned upon the achievement of research or
development milestones) or upon the exercise of
conversion rights, exchange rights, rights (other
than these Rights), warrants or options, or
otherwise; PROVIDED, HOWEVER, that a Person shall
not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a
tender or exchange offer made by or on behalf of

such Person or any of such Person's Affiliates or
Associates until such tendered securities are
accepted for purchase or exchange; or (B) the right
to vote pursuant to any agreement, arrangement or
understanding; PROVIDED, HOWEVER, that a Person
shall not be deemed the Beneficial Owner of, or to
beneficially own, any security if the agreement,
arrangement or understanding to vote such security
(1) arises solely from a revocable proxy or consent
given to such Person in response to a public proxy
or consent solicitation made pursuant to, and in
accordance with, the applicable rules and
regulations promulgated under the Exchange Act and
(2) is not also then reportable on Schedule 13D
under the Exchange Act (or any comparable or
successor report); or

(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such
Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or
understanding (other than customary agreements with
and between underwriters and selling group members
with respect to a bona fide public offering of
securities) for the purpose of acquiring, holding,
voting (except to the extent contemplated by the
proviso to Section 1(c)(ii)(B) hereof) or disposing
of any securities of the Company.

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

(d) "BUSINESS DAY" shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in the State
of California are authorized or obligated by law or
executive order to close.

(e) "CLOSE OF BUSINESS" on any given date shall mean 5:00 p.m.,
Pacific Time, on such date; PROVIDED, HOWEVER, that if such
date is not a Business Day it shall mean 5:00 p.m., Pacific
Time, on the next succeeding Business Day.

(f) "COMMON SHARES" shall mean the shares of common stock, par
value $.001 per share, of the Company; PROVIDED, HOWEVER,
that, "Common Shares," when used in this Agreement in
connection with a specific reference to any Person other
than the Company, shall mean the capital stock (or equity
interest) with the greatest voting power of such other
Person or, if such other Person is a Subsidiary of another
Person, the Person or Persons which ultimately control such
first-mentioned Person.

(g) "DISTRIBUTION DATE" shall have the meaning set forth in
Section 3 hereof.

(h) "FINAL EXPIRATION DATE" shall have the meaning set forth in
Section 7(a) hereof.

(i) "INTERESTED STOCKHOLDER" shall mean any Acquiring Person or
any Affiliate or Associate of an Acquiring Person or any
other Person in which any such Acquiring Person, Affiliate
or Associate has an interest, or any other Person acting
directly or indirectly on behalf of or in concert with any
such Acquiring Person, Affiliate or Associate.

(j) "PERSON" shall mean any individual, firm, corporation or
other entity, and shall include any successor (by merger or
otherwise) of such entity.

(k) "PREFERRED SHARES" shall mean shares of Series A Junior
Participating Preferred Stock, par value $.001 per share,
of the Company having the designations and the powers,
preferences and rights, and the qualifications, limitations
and restrictions set forth in the Form of Certificate of
Designation attached to this Agreement as EXHIBIT A.

(l) "PURCHASE PRICE" shall have the meaning set forth in
Section 7(b) hereof.

(m) "REDEMPTION DATE" shall have the meaning set forth in
Section 7(a) hereof.

(n) "SHARES ACQUISITION DATE" shall mean the first date of
public announcement by the Company or an Acquiring Person
that an Acquiring Person has become such; PROVIDED, HOWEVER
that, if such Person is determined not to have become an
Acquiring Person pursuant to clause (y) of
Subsection 1(a)(B) hereof, then no Shares Acquisition Date
shall be deemed to have occurred.

(o) "SUBSIDIARY" of any Person shall mean any corporation or
other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned,
directly or indirectly, by such Person.

(p) "TRANSACTION" shall mean any merger, consolidation or sale
of assets described in Section 13(a) hereof or any
acquisition of Common Shares which would result in a Person
becoming an Acquiring Person or a Principal Party (as such
term is hereinafter defined).

(q) "TRANSACTION PERSON" with respect to a Transaction shall
mean (i) any Person who (x) is or will become an Acquiring
Person or a Principal Party (as such term is hereinafter
defined) if the Transaction were to be consummated and
(y) directly or indirectly proposed or nominated a director
of the Company which director is in office at the time of

consideration of the Transaction, or (ii) an Affiliate or
Associate of such a Person.

SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the
Rights Agent to act as agent for the Company in accordance with
the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time
appoint such co-Rights Agents as it may deem necessary or
desirable.

SECTION 3. ISSUE OF RIGHT CERTIFICATES.

(a) Until the earlier of (i) the Shares Acquisition Date or
(ii) the tenth Business Day (or such later date as may be
determined by action of the Board of Directors prior to
such time as any Person becomes an Acquiring Person) after
the date of the commencement (determined in accordance with
Rule 14d-2 under the Exchange Act) by any Person (other
than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary
of the Company or any entity holding Common Shares for or
pursuant to the terms of any such plan) of, or of the first
public announcement of the intention of any Person (other
than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary
of the Company or any entity holding Common Shares for or
pursuant to the terms of any such plan) to commence, a
tender or exchange offer (which intention to commence
remains in effect for five 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 such dates being
herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced by the certificates for Common
Shares registered in the names of the holders thereof
(which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and
(y) the Rights (and the right to receive Right Certificates
therefor) will be transferable only in connection with the
transfer of Common Shares. As soon as practicable after
the Distribution Date, the Company will prepare and
execute, the Rights Agent will countersign, and the Company
will send or cause to be sent (and the Rights Agent will,
if requested, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common
Shares as of the Close of Business on the Distribution
Date, at the address of such holder shown on the records of
the Company, a Right Certificate, in substantially the form
of EXHIBIT B hereto (a "Right Certificate"), evidencing one
Right for each Common Share so held, subject to the
adjustment provisions of Section 11 of this Rights
Agreement. As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.

(b) On the Record Date, or as soon as practicable thereafter,
the Company will send (directly or through the Rights Agent
or its transfer agent) a copy of a Summary of Rights 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 Common
Shares as of the Close of Business on the Record Date, at
the address of such holder shown on the records of the
Company. With respect to certificates for Common Shares
outstanding as of the Record Date, until the Distribution
Date, the Rights will be evidenced by such certificates
registered in the names of the holders thereof. Until the
Distribution Date (or the earlier of the Redemption Date
and the Final Expiration Date), the surrender for transfer
of any certificate for Common Shares outstanding on the
Record Date shall also constitute the transfer of the
Rights associated with the Common Shares represented
thereby.

(c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares
referred to in the last sentence of this paragraph (c))
after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date or the Final
Expiration Date shall have impressed on, printed on,
written on or otherwise affixed to them the following
legend:

This certificate also evidences and entitles
the holder hereof to certain rights as set
forth in a Rights Agreement between CV
Therapeutics, Inc. (the "Corporation") and
Norwest Bank Minnesota, N.A., as Rights Agent
(the "Rights Agent"), dated as of February 2,
1999, as 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 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 Corporation will mail to the holder of
this certificate a copy of the Rights
Agreement without charge after receipt of a
written request therefor addressed to the
Secretary of the Corporation. As described
in the Rights Agreement, Rights issued to any
Person who becomes an Acquiring Person or an
Affiliate or Associate thereof (as defined in
the Rights Agreement) and certain related
persons, whether currently held by or on
behalf of such Person or by any subsequent
holder, shall become null and void.

With respect to such certificates containing the foregoing
legend, until the Distribution Date, the Rights associated
with the 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
Common Shares represented thereby. In the event that the
Company purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights
associated with such Common Shares shall be deemed canceled
and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares which
are no longer outstanding. 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.

SECTION 4. FORM OF RIGHT CERTIFICATES.

(a) The Right Certificates (and the form of election to
purchase Preferred Shares, the form of assignment and the
form of certification to be printed on the reverse thereof)
shall be substantially the same as EXHIBIT B hereto and may
have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the
Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule
or regulation made pursuant thereto or with any rule or
regulation of any stock exchange or quotation system on
which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Sections 7,
11 and 22 hereof, the Right Certificates shall entitle the
holders thereof to purchase such number of one
one-hundredths of a Preferred Share as shall be set forth
therein at the price per one one-hundredth of a Preferred
Share set forth therein (the "Purchase Price"), but the
number of such one one-hundredths of a Preferred Share and
the Purchase Price shall be subject to adjustment as
provided herein.

(b) Any Right Certificate issued pursuant to Section 3(a) or
Section 22 hereof that represents Rights which are null and
void pursuant to Section 11(a)(ii) hereof and any Right
Certificate issued pursuant to Section 6 or Section 11
hereof upon transfer, exchange, replacement or adjustment
of any other Right Certificate referred to in this sentence
shall contain (to the extent feasible) the following
legend:

The Rights represented by this Right
Certificate are or were beneficially
owned by a Person who was or became an
Acquiring Person or an Affiliate or
Associate of an Acquiring Person (as
such terms are defined in the Rights
Agreement). Accordingly, this

Right Certificate and the Rights represented hereby
are null and void.

The provisions of Section 11(a)(ii) hereof shall be
operative whether or not the foregoing legend is contained
on any such Right Certificate.

SECTION 5. COUNTERSIGNATURE AND REGISTRATION. The Right Certificates shall
be executed on behalf of the Company by its Chairman of the Board,
its Chief Executive Officer, its President, its Vice Chairman of
the Board, its Chief Financial Officer, or any of its Vice
Presidents, either manually or by facsimile signature, shall have
affixed thereto the Company's seal or a facsimile thereof, and
shall be attested by the Secretary or an Assistant Secretary of
the Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent
and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the
Right Certificates shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and
delivery by the Company, such Right Certificates, nevertheless,
may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the person
who signed such Right Certificates had not ceased to be such
officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the
execution of such Right Certificate, shall be a proper officer of
the Company to sign such Right Certificate, although at the date
of the execution of this Agreement any such person was not such an
officer.

Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its office designated for such purpose, books
for registration and transfer of the Right Certificates issued
hereunder. Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of Rights
evidenced on its face by each of the Right Certificates and the
date of each of the Right Certificates.

SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT
CERTIFICATES. Subject to the provisions of Section 11(a)(ii),
Section 14 and Section 24 hereof, at any time after the Close of
Business on the Distribution Date, and at or prior to the Close of
Business on the earlier of the Redemption Date or the Final
Expiration Date, any Right Certificate or Right Certificates may
be transferred, split up, combined or exchanged for another Right
Certificate or Right Certificates, entitling the registered holder
to purchase a like number of one one-hundredths of a Preferred
Share as the Right Certificate or Right Certificates surrendered
then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Right
Certificate or Right Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender the
Right Certificate or Right Certificates to be transferred, split
up, combined or exchanged at the office

of the Rights Agent designated for such purpose. Neither the
Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered
Right Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on
the reverse side of such Right Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof
as the Company shall reasonably request. Thereupon the Rights
Agent shall, subject to Section 11(a)(ii), Section 14 and
Section 24 hereof, countersign and deliver to the person entitled
thereto a Right Certificate or Right Certificates, as the case may
be, as so requested. The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to
them, and, at the Company's request, reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation
of the Right Certificate if mutilated, the Company will issue,
execute and deliver a new Right Certificate of like tenor to the
Rights Agent for countersignature and delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed
or mutilated.

Notwithstanding any other provisions hereof, the Company and the
Rights Agent may amend this Rights Agreement to provide for
uncertificated Rights in addition to or in place of Rights
evidenced by Rights Certificates.

SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.

(a) The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided
herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office of
the Rights Agent designated for such purpose, together with
payment of the Purchase Price for each one one-hundredth of
a Preferred Share (or such other number of shares or other
securities) as to which the Rights are exercised, at or
prior to the earliest of (i) the Close of Business on
February 1, 2009 (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iii) the
time at which such Rights are exchanged as provided in
Section 24 hereof.

(b) The purchase price (the "Purchase Price") for each one
one-hundredth of a Preferred Share pursuant to the exercise
of a Right shall initially be $35.00

and shall be subject to adjustment from time to time as
provided in Sections 11 and 13 hereof and shall be payable
in lawful money of the United States of America in
accordance with paragraph (c) below.

(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase
duly executed, accompanied by payment of the Purchase Price
for the shares to be purchased and an amount equal to any
applicable transfer tax required to be paid by the holder
of such Right Certificate in accordance with Section 9
hereof by certified check, cashier's check, bank draft or
money order payable to the order of the Company, the Rights
Agent shall thereupon promptly (i) (A) requisition from any
transfer agent for the Preferred Shares certificates for
the number of Preferred Shares to be purchased and the
Company hereby irrevocably authorizes its transfer agent to
comply with all such requests, or (B) if the Company, in
its sole discretion, shall have elected to deposit the
Preferred Shares issuable upon exercise of the Rights
hereunder into a depository, requisition from the
depositary agent depositary receipts representing such
number of one one-hundredths of a Preferred Share as are to
be purchased (in which case certificates for the Preferred
Shares represented by such receipts shall be deposited by
the transfer agent with the depositary agent) and the
Company hereby directs the depositary agent to comply with
such request, (ii) when appropriate, requisition from the
Company the amount of cash to be paid in lieu of issuance
of fractional shares in accordance with Section 14 hereof,
(iii) after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the
order of the registered holder of such Right Certificate,
registered in such name or names as may be designated by
such holder and (iv) when appropriate, after receipt,
deliver such cash to or upon the order of the registered
holder of such Right Certificate. In the event that the
Company is obligated to issue securities of the Company
other than Preferred Shares (including Common Shares) of
the Company pursuant to Section 11(a) hereof, the Company
will make all arrangements necessary so that such other
securities are available for distribution by the Rights
Agent, if and when appropriate.

In addition, in the case of an exercise of the Rights by a
holder pursuant to Section 11(a)(ii) hereof, the Rights
Agent shall return such Right Certificate to the registered
holder thereof after imprinting, stamping or otherwise
indicating thereon that the rights represented by such
Right Certificate no longer include the rights provided by
Section 11(a)(ii) hereof, and, if fewer than all the Rights
represented by such Right Certificate were so exercised,
the Rights Agent shall indicate on the Right Certificate
the number of Rights represented thereby which continue to
include the rights provided by Section 11(a)(ii) hereof.

(d) In case the registered holder of any Right Certificate
shall exercise fewer than all the Rights evidenced thereby,
a new Right Certificate evidencing Rights equivalent to the
Rights remaining unexercised shall be issued by the Rights
Agent to the registered holder of such Right Certificate or
to his duly authorized assigns, subject to the provisions
of Section 14 hereof.

(e) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and
unissued Preferred Shares or any Preferred Shares held in
its treasury, the number of Preferred Shares that will be
sufficient to permit the exercise in full of all
outstanding Rights in accordance with this Section 7.

(f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated
to undertake any action with respect to a registered holder
upon the occurrence of any purported exercise as set forth
in this Section 7 unless such registered holder shall have
(i) completed and signed the certification following the
form of election to purchase set forth on the reverse side
of the Rights Certificate surrendered for such exercise and
(ii) provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall
reasonably request.

SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All Right
Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the
Company or to any of its agents, be delivered to the Rights Agent
for cancellation or in canceled form, or, if delivered or
surrendered to the Rights Agent, shall be canceled by it, and no
Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement.
The Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall so cancel and retire, any
other Right Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall
deliver all canceled Right Certificates to the Company
approximately one and one-half years after the cancellation date,
or shall, at the written request of the Company, destroy such
canceled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

SECTION 9. AVAILABILITY OF PREFERRED SHARES. The Company covenants and
agrees that so long as the Preferred Shares (and, after the time a
person becomes an Acquiring Person, Common Shares or any other
securities) issuable upon the exercise of the Rights may be listed
on any national securities exchange or quotation system, the
Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all shares reserved for
such issuance to be listed on such exchange or quotation system
upon official notice of issuance upon such exercise.

The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all Preferred Shares (or Common
Shares and other securities, as the case may be) delivered upon
exercise of Rights shall, at the time of delivery of the
certificates for such Preferred Shares (subject to payment of the
Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares or other securities.

The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any Preferred Shares upon
the exercise of Rights. The Company shall not, however, be
required to pay any transfer tax which may be payable in respect
of any transfer or delivery of Right Certificates to a person
other than, or the issuance or delivery of certificates or
depositary receipts for the Preferred Shares in a name other than
that of, the registered holder of the Right Certificate evidencing
Rights surrendered for exercise or to issue or to deliver any
certificates or depositary receipts for Preferred Shares upon the
exercise of any Rights until any such tax shall have been paid
(any such tax being payable by the holder of such Right
Certificate at the time of surrender) or until it has been
established to the Company's reasonable satisfaction that no such
tax is due.

As soon as practicable after the Distribution Date, the Company
shall use its best efforts to:

(i) prepare and file a registration statement under the
Securities Act of 1933, as amended (the "Act"), with
respect to the Rights and the securities purchasable
upon exercise of the Rights on an appropriate form,
will use its best efforts to cause such registration
statement to become effective as soon as practicable
after such filing and will use its best efforts to
cause such registration statement to remain
effective (with a prospectus at all times meeting
the requirements of the Act) until the Final
Expiration Date; and

(ii) use its best efforts to qualify or register the
Rights and the securities purchasable upon exercise
of the Rights under the blue sky laws of such
jurisdictions as may be necessary or appropriate.

SECTION 10. PREFERRED SHARES RECORD DATE. Each person in whose name any
certificate for Preferred Shares or other securities is issued
upon the exercise of Rights shall for all purposes be deemed to
have become the holder of record of the Preferred Shares or other
securities represented thereby on, and such certificate shall be
dated, the date upon which the Right Certificate evidencing such
Rights was duly surrendered with the forms of election and
certification duly executed and payment of the Purchase Price (and
any applicable transfer taxes) was made; PROVIDED, HOWEVER, that
if the date of such surrender and payment is a date upon

which the Preferred Shares or other securities transfer books of
the Company are closed, such person shall be deemed to have become
the record holder of such shares on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred
Shares or other securities transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby, the holder
of a Right Certificate, as such, shall not be entitled to any
rights of a holder of Preferred Shares for which the Rights shall
be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any
preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.

SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF
RIGHTS. The Purchase Price, the number of Preferred Shares
covered by each Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this
Section 11.

(a)

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

in addition to, and shall be made prior to any
adjustment required pursuant to Section 11(a)(ii)
hereof.

(ii) Subject to Section 24 hereof and the provisions of
the next paragraph of this Section 11(a)(ii), in the
event any Person shall become an Acquiring Person,
each holder of a Right shall, for a period of 60
days after the later of such time any Person becomes
an Acquiring Person or the effective date of an
appropriate registration statement under the Act
pursuant to Section 9 hereof (PROVIDED, HOWEVER
that, if at any time prior to the expiration or
termination of the Rights there shall be a temporary
restraining order, a preliminary injunction, an
injunction, or temporary suspension by the Board of
Directors, or similar obstacle to exercise of the
Rights (the "Injunction") which prevents exercise of
the Rights, a new 60-day period shall commence on
the date the Injunction is removed), have a right to
receive, upon exercise thereof at a price equal to
the then current Purchase Price multiplied by the
number of one one-hundredths of a Preferred Share
for which a Right is then exercisable, in accordance
with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares as
shall equal the result obtained by (A) multiplying
the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a
Right is then exercisable and dividing that product
by (B) 50% of the then current per share market
price of the Common Shares (determined pursuant to
Section 11(d) hereof) on the date such Person became
an Acquiring Person; PROVIDED, HOWEVER, that if the
transaction that would otherwise give rise to the
foregoing adjustment is also subject to the
provisions of Section 13 hereof, then only the
provisions of Section 13 hereof shall apply and no
adjustment shall be made pursuant to this
Section 11(a)(ii). In the event that any Person
shall become an Acquiring Person and the Rights
shall then be outstanding, the Company shall not
take any action which would eliminate or diminish
the benefits intended to be afforded by the Rights.

Notwithstanding anything in this Agreement to the
contrary, from and after the time any Person becomes
an Acquiring Person, any Rights beneficially owned
by (i) such Acquiring Person or an Associate or
Affiliate of such Acquiring Person, (ii) a
transferee of such Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee
after the Acquiring Person became such, or (iii) a
transferee of such Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee
prior to or concurrently with the Acquiring Person's
becoming such and

receives such Rights pursuant to either (A) a
transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing agreement,
arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board
of Directors of the Company has determined is part
of a plan, arrangement or understanding which has as
a primary purpose or effect the avoidance of this
Section 11(a)(ii), shall become null and void
without any further action and no holder of such
Rights shall have any rights whatsoever with respect
to such Rights, whether under any provision of this
Agreement or otherwise. The Company shall use all
reasonable efforts to insure that the provisions of
this Section 11(a)(ii) and Section 4(b) hereof are
complied with, but shall have no liability to any
holder of Right Certificates or other Person as a
result of its failure to make any determinations
with respect to an Acquiring Person or its
Affiliates, Associates or transferees hereunder. No
Right Certificate shall be issued at any time upon
the transfer of any Rights to an Acquiring Person
whose Rights would be void pursuant to the preceding
sentence or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or
Affiliate; and any Right Certificate delivered to
the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding
sentence shall be canceled.

(iii) In lieu of issuing Common Shares in accordance with
Section 11(a)(ii) hereof, the Company may, if a
majority of the Board of Directors then in office
determines that such action is necessary or
appropriate and not contrary to the interests of
holders of Rights, elect to (and, in the event that
the Board of Directors has not exercised the
exchange right contained in Section 24(c) hereof and
there are not sufficient treasury shares and
authorized but unissued Common Shares to permit the
exercise in full of the Rights in accordance with
the foregoing subparagraph (ii), the Company shall)
take all such action as may be necessary to
authorize, issue or pay, upon the exercise of the
Rights, cash (including by way of a reduction of the
Purchase Price), property, Common Shares, other
securities or any combination thereof having an
aggregate value equal to the value of the Common
Shares which otherwise would have been issuable
pursuant to Section 11(a)(ii) hereof, which
aggregate value shall be determined by a nationally
recognized investment banking firm selected by a
majority of the Board of Directors then in office.
For purposes of the preceding sentence, the value of
the Common Shares shall be determined

pursuant to Section 11(d) hereof. Any such election
by the Board of Directors must be made within 60
days following the date on which the event described
in Section 11(a)(ii) hereof shall have occurred.
Following the occurrence of the event described in
Section 11(a)(ii) hereof, a majority of the Board of
Directors then in office may suspend the
exercisability of the Rights for a period of up to
60 days following the date on which the event
described in Section 11(a)(ii) hereof shall have
occurred to the extent that such directors have not
determined whether to exercise their rights of
election under this Section 11(a)(iii). In the
event of any such suspension, the Company shall
issue a public announcement stating that the
exercisability of the Rights has been temporarily
suspended.

(b) In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of
Preferred Shares entitling them to subscribe for or
purchase Preferred Shares (or shares having the same
designations and the powers, preferences and rights, and
the qualifications, limitations and restrictions as the
Preferred Shares ("equivalent preferred shares")) or
securities convertible into Preferred Shares or equivalent
preferred shares at a price per Preferred Share or
equivalent preferred share (or having a conversion price
per share, if a security convertible into Preferred Shares
or equivalent preferred shares) less than the then current
per share market price of the Preferred Shares (as such
term is hereinafter defined) on such record date, the
Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the
numerator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of
Preferred Shares which the aggregate offering price of the
total number of Preferred Shares and/or equivalent
preferred shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so
to be offered) would purchase at such current market price
and the denominator of which shall be the number of
Preferred Shares outstanding on such record date plus the
number of additional Preferred Shares and/or equivalent
preferred shares to be offered for subscription or purchase
(or into which the convertible securities so to be offered
are initially convertible); PROVIDED, HOWEVER, that in no
event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may
be paid in a consideration part or all of which shall be in
a form other than cash, the value of such consideration
shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent.
Preferred Shares owned by or held for the account of the

Company shall not be deemed outstanding for the purpose of
any such computation. Such adjustment shall be made
successively whenever such a record date is fixed; and in
the event that such rights, options or warrants are not so
issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record
date had not been fixed.

(c) In case the Company shall fix a record date for the making
of a distribution to all holders of the Preferred Shares
(including any such distribution made in connection with a
consolidation or merger in which the Company is the
continuing or surviving Company) of evidences of
indebtedness or assets (other than a regular quarterly cash
dividend or a dividend payable in Preferred Shares) or
subscription rights or warrants (excluding those referred
to in Section 11(b) hereof), the Purchase Price to be in
effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior
to such record date by a fraction, the numerator of which
shall be the then current per share market price of the
Preferred Shares (as such term is hereinafter defined) on
such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed
with the Rights Agent) of the portion of the assets or
evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one Preferred
Share and the denominator of which shall be such current
per share market price of the Preferred Shares; PROVIDED,
HOWEVER, that in no event shall the consideration to be
paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the
Company to be issued upon exercise of one Right. Such
adjustments shall be made successively whenever such a
record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again
be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

(d)

(i) For the purpose of any computation hereunder, the
"current per share market price" of any security (a
"Security" for the purpose of this Section 11(d)(i))
on any date shall be deemed to be the average of the
daily closing prices per share of such Security for
the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date;
PROVIDED, HOWEVER, that in the event that the
current per share market price of the Security is
determined during a period following the
announcement by the issuer of such Security of (A) a
dividend or distribution on such Security payable in
shares of such Security or securities convertible
into such shares, or (B) any subdivision,
combination

or reclassification of such Security or securities
convertible into such shares, or (C) any
subdivision, combination or reclassification of such
Security and prior to the expiration of 30 Trading
Days after the ex-dividend date for such dividend or
distribution, or the record date for such
subdivision, combination or reclassification, then,
and in each such case, the current per share market
price shall be appropriately adjusted to reflect the
current market price per share equivalent of such
Security. The closing price for each day shall be
the last sale price, regular way, or, in case no
such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in
either case as reported in the principal
consolidated transaction reporting system with
respect to securities listed or admitted to trading
on the New York Stock Exchange or, if the Security
is not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal
consolidated transaction reporting system with
respect to securities listed on the principal
national securities exchange on which the Security
is listed or admitted to trading or as reported on
the Nasdaq National Market or, if the Security is
not listed or admitted to trading on any national
securities exchange or reported on the Nasdaq
National Market, the last quoted price or, if not so
quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported
by the National Association of Securities Dealers,
Inc. Automated Quotations System ("Nasdaq") or such
other system then in use, or, if on any such date
the Security is not quoted by any such organization,
the average of the closing bid and asked prices as
furnished by a professional market maker making a
market in the Security selected by the Board of
Directors of the Company or, if on any such date no
professional market maker is making a market in the
Security, the price as determined in good faith by
the Board of Directors. The term "Trading Day"
shall mean a day on which the principal national
securities exchange on which the Security is listed
or admitted to trading is open for the transaction
of business or, if the Security is not listed or
admitted to trading on any national securities
exchange, a Business Day.

(ii) For the purpose of any computation hereunder, the
"current per share market price" of the Preferred
Shares shall be determined in accordance with the
method set forth in Section 11(d)(i) hereof. If the
Preferred Shares are not publicly traded, the
"current per share market price" of the Preferred
Shares shall be conclusively deemed to be the
current per share market price of the Common Shares
as determined pursuant to Section 11(d)(i) hereof
(appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring
after the date hereof) multiplied by one

hundred. If neither the Common Shares nor the
Preferred Shares are publicly held or so listed or
traded, "current per share market price" shall mean
the fair value per share as determined in good faith
by the Board of Directors of the Company, whose
determination shall be described in a statement
filed with the Rights Agent.

(e) No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or
decrease of at least 1% in the Purchase Price; PROVIDED,
HOWEVER, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried
forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall
be made to the nearest cent or to the nearest one
one-hundredth of a Preferred Share or one ten-thousandth of
any other share or security as the case may be.
Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three years from the date of
the transaction which requires such adjustment or (ii) the
date of the expiration of the right to exercise any Rights.

(f) If as a result of an adjustment made pursuant to
Section 11(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any shares of
capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable
upon exercise of any Right shall be subject to adjustment
from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to
the Preferred Shares contained in Sections 11(a) through
11(c) hereof, inclusive, and the provisions of Sections 7,
9, 10, 13 and 14 hereof with respect to the Preferred
Shares shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall
evidence the right to purchase, at the adjusted Purchase
Price, the number of one one-hundredths of a Preferred
Share purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as
provided herein.

(h) Unless the Company shall have exercised its election as
provided in Section 11(i) hereof, upon each adjustment
of the Purchase Price as a result of the calculations
made in Section 11(b) and Section 11(c) hereof, each
Right outstanding immediately prior to the making of
such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of
one one-hundredths of a Preferred Share (calculated to
the nearest one one-millionth of a Preferred Share)
obtained by (i) multiplying (x) the number of one
one-hundredths of a Preferred

Share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase
Price and (ii) dividing the product so obtained by the
Purchase Price in effect immediately after such
adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of
Rights, in substitution for any adjustment in the number of
one one-hundredths of a Preferred Share purchasable upon
the exercise of a Right. Each of the Rights outstanding
after such adjustment of the number of Rights shall be
exercisable for the number of one one-hundredths of a
Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of
record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the
nearest one ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of
the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to
adjust the number of Rights, indicating the record date for
the adjustment, and, if known at the time, the amount of
the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been
issued, shall be at least 10 days later than the date of
the public announcement. If Right Certificates have been
issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders
of record of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of
record in substitution and replacement for the Right
Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights
to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall
be issued, executed and countersigned in the manner
provided for herein and shall be registered in the names of
the holders of record of Right Certificates on the record
date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-hundredths of a Preferred
Share issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue
to express the Purchase Price and the number of one
one-hundredths of a Preferred Share which were expressed in
the initial Right Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below one one-hundredth of the
then par value, if any, of the Preferred Shares issuable
upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and
legally issue fully paid and nonassessable Preferred Shares
at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a
record date for a specified event, the Company may elect to
defer until the occurrence of such event the issuing to the
holder of any Right exercised after such record date of the
Preferred Shares and other capital stock or securities of
the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such
adjustment; PROVIDED, HOWEVER, that the Company shall
deliver to such holder a due ▇▇▇▇ or other appropriate
instrument evidencing such holder's right to receive such
additional shares upon the occurrence of the event
requiring such adjustment.

(m) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by
Section 23 or Section 27 hereof, take (or permit any
Subsidiary to take) any action the purpose of which is to,
or if at the time such action is taken it is reasonably
foreseeable that the effect of such action is to,
materially diminish or eliminate the benefits intended to
be afforded by the Rights. Any such action taken by the
Company during any period after any Person becomes an
Acquiring Person but prior to the Distribution Date shall
be null and void unless such action could be taken under
this Section 11(m) from and after the Distribution Date.

(n) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and
to the extent that it in its sole discretion shall
determine to be advisable in order that any consolidation
or subdivision of the Preferred Shares, issuance wholly for
cash of any Preferred Shares at less than the current
market price, issuance wholly for cash of Preferred Shares
or securities which by their terms are convertible into or
exchangeable for Preferred Shares, dividends on Preferred
Shares payable in Preferred Shares or issuance of rights,
options or warrants referred to hereinabove in
Section 11(b), hereafter made by the Company to holders of
its Preferred Shares shall not be taxable to such
stockholders.

(o) In the event that at any time after the date of this
Agreement and prior to the Distribution Date, the Company
shall (i) declare or pay any dividend on the Common Shares
payable in Common Shares or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by

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

(p) The exercise of Rights under Section 11(a)(ii) hereof shall
only result in the loss of rights under Section 11(a)(ii)
hereof to the extent so exercised and shall not otherwise
affect the rights represented by the Rights under this
Agreement, including the rights represented by Section 13
hereof.

SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever an adjustment is made as provided in Sections 11 and 13
hereof, the Company shall promptly (a) prepare a certificate
setting forth such adjustment, and a brief statement of the facts
accounting for such adjustment, (b) file with the Rights Agent and
with each transfer agent for the Common Shares or the Preferred
Shares a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate in accordance with
Section 25 hereof. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein
contained and shall not be deemed to have knowledge of any
adjustment unless and until it shall have received such
certificate.

SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING
POWER.

(a) In the event that, following the Shares Acquisition Date
or, if a Transaction is proposed, the Distribution Date,
directly or indirectly (x) the Company shall consolidate
with, or merge with and into, any Interested Stockholder,
or if in such merger or consolidation all holders of Common
Stock are not treated alike, any other Person, (y) any
Interested Person, or if in such merger or consolidation
all holders of Common Stock are not treated alike, any
other Person shall consolidate with the Company, or merge
with and into the Company, and the Company shall be the
continuing or surviving corporation of such merger (other
than, in the case of either transaction described in (x) or
(y), a merger or consolidation which would result in all of
the voting power represented by the securities

of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or
by being converted into securities of the surviving entity)
all of the voting power represented by the securities of
the Company or such surviving entity outstanding
immediately after such merger or consolidation and the
holders of such securities not having changed as a result
of such merger or consolidation), or (z) the Company shall
sell, mortgage or otherwise transfer (or one or more of its
subsidiaries shall sell, mortgage or otherwise transfer),
in one or more transactions, assets or earning power
aggregating more than 50% of the assets or earning power of
the Company and its subsidiaries (taken as a whole) to any
Interested Stockholder or Stockholders, or if in such
transaction all holders of Common Stock are not treated
alike, any other Person, (other than the Company or any
Subsidiary of the Company in one or more transactions each
of which individually and the aggregate does not violate
Section 13(d) hereof) then, and in each such case, proper
provision shall be made so that (i) each holder of a Right,
subject to Section 11(a)(ii) hereof, shall have the right
to receive, upon the exercise thereof at a price equal to
the then current Purchase Price multiplied by the number of
one one-hundredths of a Preferred Share for which a Right
is then exercisable in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of
freely tradeable Common Shares of the Principal Party (as
such term is hereinafter defined), free and clear of liens,
rights of call or first refusal, encumbrances or other
adverse claims, as shall be equal to the result obtained by
(A) multiplying the then current Purchase Price by the
number of one one-hundredths of a Preferred Share for which
a Right is then exercisable (without taking into account
any adjustment previously made pursuant to
Section 11(a)(ii) hereof) and dividing that product by
(B) 50% of the then current per share market price of the
Common Shares of such Principal Party (determined pursuant
to Section 11(d) hereof) on the date of consummation of
such consolidation, merger, sale or transfer; (ii) such
Principal Party shall thereafter be liable for, and shall
assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it
being specifically intended that the provisions of
Section 11 hereof shall apply to such Principal Party; and
(iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number
of shares of its Common Shares in accordance with Section 9
hereof) in connection with such consummation as may be
necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be,
in relation to its Common Shares thereafter deliverable
upon the exercise of the Rights.

(b) "Principal Party" shall mean:

(i) in the case of any transaction described in clause
(x) or (y) of the first sentence of Section 13(a)
hereof, the Person that is the issuer of any
securities into which Common Shares are converted in
such merger or consolidation, and if no securities
are so issued, the Person that is the other party to
the merger or consolidation (or, if applicable, the
Company, if it is the surviving Corporation); and

(ii) in the case of any transaction described in (z) of
the first sentence of Section 13(a) hereof, the
Person that is the party receiving the greatest
portion of the assets or earning power transferred
pursuant to such transaction or transactions;

PROVIDED, HOWEVER, that in any case, (1) if the Common
Shares of such Person are not at such time and have not
been continuously over the preceding 12-month period
registered under Section 12 of the Exchange Act, and such
Person is a direct or indirect subsidiary or Affiliate of
another Person the Common Shares of which are and have been
so registered, "Principal Party" shall refer to such other
Person; (2) if such Person is a subsidiary, directly or
indirectly, or Affiliate of more than one Person, the
Common Shares of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of
such Persons is the issuer of the Common Shares having the
greatest aggregate market value; and (3) if such Person is
owned, directly or indirectly, by a joint venture formed by
two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth in (1)
and (2) above shall apply to each of the chains of
ownership having an interest in such joint venture as if
such party were a "subsidiary" of both or all of such joint
venturers and the Principal Parties in each such chain
shall bear the obligations set forth in this Section 13 in
the same ratio as their direct or indirect interests in
such Person bear to the total of such interests.

(c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall
have a sufficient number of authorized Common Shares that
have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this
Section 13 and unless prior thereto the Company and each
Principal Party and each other Person who may become a
Principal Party as a result of such consolidation, merger,
sale or transfer shall have (i) executed and delivered to
the Rights Agent a supplemental agreement providing for the
terms set forth in paragraphs (a) and (b) of this
Section 13 and (ii) prepared, filed and had declared and
remain effective a registration statement under the Act on
the appropriate form with respect to the Rights and the
securities exercisable upon exercise of the Rights and
further

providing that, as soon as practicable after the date of
any consolidation, merger, sale or transfer of assets
mentioned in paragraph (a) of this Section 13, the
Principal Party at its own expense will:

(i) cause the registration statement under the Act with
respect to the Rights and the securities purchasable
upon exercise of the Rights on an appropriate form
to remain effective (with a prospectus at all times
meeting the requirements of the Act) until the Final
Expiration Date;

(iii) list the Rights and the securities purchasable upon
exercise of the Rights on each national securities
exchange on which the Common Shares were listed
prior to the consummation of such consolidation,
merger, sale or transfer of assets or on the Nasdaq
National Market if the Common Shares were listed on
the Nasdaq National Market or, if the Common Shares
were not listed on a national securities exchange or
the Nasdaq National Market prior to the consummation
of the consolidation, merger, sale or transfer of
assets, on a national securities exchange or the
Nasdaq National Market; and

(iv) deliver to holders of the Rights historical
financial statements for the Principal Party and
each of its Affiliates which comply in all material
respects with the requirements for registration on
Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.

(d) After the Distribution Date, the Company covenants and
agrees that it shall not (i) consolidate with, (ii) merge
with or into, or (iii) sell or transfer to, in one or more
transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its
subsidiaries taken as a whole, any other Person (other than
a Subsidiary of the Company in a transaction which does not
violate Section 11(m) hereof), if (x) at the time of or
after such consolidation, merger or sale there are any
charter or bylaw provisions or any rights, warrants or
other instruments or securities outstanding, agreements in
effect or any other action taken which would diminish or
otherwise eliminate the benefits intended to be afforded by
the Rights or (y) prior to, simultaneously with or
immediately after such consolidation, merger or sale, the
stockholders of the Person who constitutes, or would
constitute, the "Principal Party"

for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or
any of its Affiliates and Associates. The Company shall
not consummate any such consolidation, merger, sale or
transfer unless prior thereto the Company and such other
Person shall have executed and delivered to the Rights
Agent a supplemental agreement evidencing compliance with
this Section 13(d).

SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

(a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence
fractional Rights. In lieu of such fractional Rights,
there shall be paid to the registered holders of the Right
Certificates with regard to which such fractional Rights
would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a whole Right.
For the purposes of this Section 14(a), the current market
value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on
which such fractional Rights would have been otherwise
issuable. The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction
reporting system with respect to securities listed on the
principal national securities exchange on which the Rights
are listed or admitted to trading or as reported on the
Nasdaq National Market or, if the Rights are not listed or
admitted to trading on any national securities exchange or
reported on the Nasdaq National Market, the last quoted
price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as
reported by Nasdaq or such other system then in use or, if
on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a
market in the Rights selected by the Board of Directors of
the Company. If on any such date no such market maker is
making a market in the Rights, the fair value of the Rights
on such date as determined in good faith by the Board of
Directors of the Company shall be used.

(b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share) upon
exercise of the Rights or to distribute certificates which
evidence fractional Preferred Shares (other than fractions
which are integral multiples of one one-hundredth of a
Preferred Share). Fractions of Preferred Shares in
integral multiples of one one-hundredth of a

Preferred Share may, at the election of the Company, be
evidenced by depositary receipts; PROVIDED, HOWEVER, that
holders of such depositary receipts shall have all of the
designations and the powers, preferences and rights, and
the qualifications, limitations and restrictions to which
they are entitled as beneficial owners of the Preferred
Shares represented by such depositary receipts. In lieu of
fractional Preferred Shares that are not integral multiples
of one one-hundredth of a Preferred Share, the Company
shall pay to the registered holders of Right Certificates
at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current
market value of one Preferred Share. For the purposes of
this Section 14(b), the current market value of a Preferred
Share shall be the current per share market price of the
Preferred Shares (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of such exercise (or, if not
publicly traded, in accordance with Section 11(d)(ii)
hereof).

(c) Following the occurrence of one of the transactions or
events specified in Section 11 hereof giving rise to the
right to receive Common Shares, capital stock equivalents
(other than Preferred Shares) or other securities upon the
exercise of a Right, the Company shall not be required to
issue fractions of Common Shares or units of such Common
Shares, capital stock equivalents or other securities upon
exercise of the Rights or to distribute certificates which
evidence fractional Common Shares, capital stock
equivalents or other securities. In lieu of fractional
Common Shares, capital stock equivalents or other
securities, the Company shall pay to the registered holders
of Right Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same
fraction of the current market value of one Common Share or
unit of such Common Shares, capital stock equivalents or
other securities. For purposes of this Section 14(c), the
current market value shall be the current per share market
price (as determined pursuant to Section 11(d)(i) hereof)
for the Trading Day immediately prior to the date of such
exercise and, if such capital stock equivalent is not
traded, each such capital stock equivalent shall have the
value of one one-hundredth of a Preferred Share.

(d) The holder of a Right by the acceptance of the Right
expressly waives his right to receive any fractional Rights
or any fractional shares upon exercise of a Right (except
as provided above).

SECTION 15. RIGHTS OF ACTION. All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights
Agent under Sections 18 and 20 hereof, are vested in the
respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the
Common Shares) and any registered holder of any Right Certificate
(or, prior to the Distribution Date, of the Common Shares),
without the consent of the Rights Agent or of the holder of any

other Right Certificate (or, prior to the Distribution Date, of
the Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company to enforce, or otherwise act in
respect of, his right to exercise the Rights evidenced by such
Right Certificate in the manner provided in such Right Certificate
and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the
obligations of any Person subject to, this Agreement. Holders of
Rights shall be entitled to recover the reasonable costs and
expenses, including attorneys fees, incurred by them in any action
to enforce the provisions of this Agreement.

SECTION 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a Right, by accepting
the same, consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the
Common Shares;

(b) after the Distribution Date, the Right Certificates are
transferable (subject to the provisions of this Rights
Agreement) only on the registry books of the Rights Agent
if surrendered at the principal office of the Rights Agent,
duly endorsed or accompanied by a proper instrument of
transfer; and

(c) the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to
the Distribution Date, the associated Common Shares
certificate) is registered as the absolute owner thereof
and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificates
or the associated Common Shares certificate made by anyone
other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary.

SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No holder, as
such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred
Shares or any other securities of the Company which may at any
time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon
any matter submitted to 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 stockholders (except
as

provided in Section 25 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

SECTION 18. CONCERNING THE RIGHTS AGENT. The Company agrees to pay to the
Rights Agent reasonable compensation for all services rendered by
it hereunder and, from time to time, on demand of the Rights
Agent, its reasonable expenses and counsel fees and other
disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done or
omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses
of defending against any claim of liability in the premises. The
indemnity provided herein shall survive the expiration of the
Rights and the termination of this Agreement.

The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it
in connection with, its administration of this Agreement in
reliance upon any Right Certificate or certificate for the
Preferred Shares or Common Shares or for other securities of the
Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it
to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons, or
otherwise upon the advice of counsel as set forth in Section 20
hereof. In no case will the Rights Agent be liable for special,
indirect, incidental or consequential or consequential loss or
damage at any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of such loss
or damage.

SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT. Any
corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which
the Rights Agent or any successor Rights Agent shall be a party,
or any corporation succeeding to the shareholder services or
corporate trust business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21 hereof.
In case at the time such successor Rights Agent shall succeed to
the agency created by this Agreement any of the Right Certificates
shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so
countersigned;

and in case at that time any of the Right Certificates shall not
have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have
the full force provided in the Right Certificates and in this
Agreement.

In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right
Certificates so countersigned; and in case at that time any of the
Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior
name or in its changed name; and in all such cases such Right
Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of
Right Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel of its
choice (who may be legal counsel for the Company), and the
opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in
accordance with such opinion.

(b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or
desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board,
the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent;
and such certificate shall be full authorization to the
Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance
upon such certificate.

(c) The Rights Agent shall be liable hereunder to the Company
and any other Person only for its own negligence, bad faith
or willful misconduct.

(d) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this
Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify

the same, but all such statements and recitals are and
shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution
and delivery hereof (except the due execution hereof by the
Rights Agent) or in respect of the validity or execution of
any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this
Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the
Rights (including the Rights becoming void pursuant to
Section 11(a)(ii) hereof) or any adjustment in the terms of
the Rights (including the manner, method or amount thereof)
provided for in Sections 3, 11, 13, 23 or 24 hereof, or the
ascertaining of the existence of facts that would require
any such change or adjustment (except with respect to the
exercise of Rights evidenced by Right Certificates after
receipt of a certificate pursuant to Section 12 hereof
describing such change or adjustment); nor shall it by any
act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any
Preferred Shares to be issued pursuant to this Agreement or
any Right Certificate or as to whether any Preferred Shares
will, when issued, be validly authorized and issued, fully
paid and nonassessable.

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

(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its
duties hereunder from any one of the Chairman of the Board,
the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice President, the Secretary or the
Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and
it shall not be liable for any action taken or suffered by
it in good faith in accordance with instructions of any
such officer or for any delay in acting while waiting for
those instructions. Any application by the Rights Agent
for written instructions from the Company may, at the
option of the Rights Agent, set forth in writing any action
proposed to be taken or omitted by the Rights Agent with
respect to its duties or obligations under this Agreement
and the date on and/or after which such action shall be
taken or omitted and the Rights Agent shall not be liable
for any action taken or omitted in accordance with a
proposal included in any such application on or after the
date specified therein (which date shall not be less than
three Business Days after the date

indicated in such application unless any such officer shall
have consented in writing to an earlier date) unless, prior
to taking or omitting any such action, the Rights Agent has
received written instructions in response to such
application specifying the action to be taken or omitted.

(h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any
of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money
to the Company or otherwise act as fully and freely as
though it were not Rights Agent under this Agreement.
Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other
legal entity.

(i) The Rights Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and
the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such
attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or
misconduct, provided reasonable care was exercised in the
selection and continued employment thereof.

(j) No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder or in the exercise of its rights if there
shall be reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.

(k) If, with respect to any Right Certificate surrendered to
the Rights Agent for exercise or transfer, the
certificate attached to the form of assignment or form
of election to purchase, as the case may be, has not
been executed, the Rights Agent shall not take any
further action with respect to such requested exercise
of transfer without first consulting with the Company.

SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights
Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company
and to each transfer agent for the Common Shares or Preferred
Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days'
notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent for the
Common Shares or Preferred Shares by registered or certified mail,
and to the holders of the Right Certificates by first-class mail.
If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the

Company shall fail to make such appointment within a period of 30
days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the registered
holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent.
Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be either (a) a corporation business trust or
limited liability company organized and doing business under the
laws of the United States or of any other state of the United
States which is authorized under such laws to exercise corporate
trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million or (b) a direct or indirect wholly
owned subsidiary of such an entity or its wholly-owning parent.
After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than
the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and
each transfer agent for the Common Shares or Preferred Shares, and
mail a notice thereof in writing to the registered holders of the
Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Purchase
Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of Common Shares
following the Distribution Date and prior to the earlier of the
Redemption Date and the Final Expiration Date, the Company (a)
shall with respect to Common Shares so issued or sold pursuant to
the exercise of stock options or under any employee plan or
arrangement in existence prior to the Distribution Date, or upon
the exercise, conversion or exchange of securities, notes or
debentures issued by the Company and in existence prior to the
Distribution Date, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company,
issue Right Certificates representing the appropriate number of
Rights in connection with such issuance or sale; PROVIDED,
HOWEVER, that (i) the Company shall not be obligated to issue any

such Right Certificates if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the
Company or the Person to whom such Right Certificate would be
issued, and (ii) no Right Certificate shall be issued if, and to
the extent that, appropriate adjustment shall otherwise have been
made in lieu of the issuance thereof.

SECTION 23. REDEMPTION.

(a) The Rights may be redeemed by action of the Board of
Directors pursuant to Section 23(b) hereof and shall not be
redeemed in any other manner.

(b)

(i) The Board of Directors of the Company may, at its
option, at any time prior to the earlier of such
time as any Person becoming an Acquiring Person
or the Final Expiration Date, redeem all but not
less than all of the then outstanding Rights at a
redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date
hereof (such redemption price being hereinafter
referred to as the "Redemption Price"), and the
Company may, at its option, pay the Redemption Price
in Common Shares (based on the "current per-share
market price," as such term is defined in
Section 11(d) hereof, of the Common Shares at the
time of redemption), cash or any other form of
consideration deemed appropriate by the Board of
Directors. The redemption of the Rights by the
Board of Directors may be made effective at such
time, on such basis and subject to such conditions
as the Board of Directors in its sole discretion may
establish. Notwithstanding anything contained in
this Agreement to the contrary, the Rights shall not
be exercisable pursuant to Section 11(a)(ii) hereof
prior to the expiration or termination of the
Company's right of redemption under this Section
23(b)(i).

(ii) In addition, the Board of Directors of the Company
may, at its option, at any time after the time a
Person becomes an Acquiring Person and the
expiration of any period during which the holder of
Rights may exercise the rights under Section
11(a)(ii) hereof but prior to any event described in
clause (x), (y) or (z) of the first sentence of
Section 13 hereof, redeem all but not less than all
of the then outstanding Rights at the Redemption
Price (x) in connection with any merger,
consolidation or sale or other transfer (in one
transaction or in a series of related transactions)
of assets or earning power aggregating 50% or more
of the assets or earning power of the Company and
its subsidiaries (taken as a whole) in

which all holders of Common Shares are treated alike
and not involving (other than as a holder of Common
Shares being treated like all other such holders) an
Interested Stockholder or a Transaction Person or
(y)(A) if and for so long as the Acquiring Person is
not thereafter the Beneficial Owner of 20% or more
of the then outstanding Common Shares, and (B) at
the time of redemption no other Persons are
Acquiring Persons.

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

(d) The Company may, at its option, discharge all of its
obligations with respect to any redemption of the Rights by
(i) issuing a press release announcing the manner of
redemption of the Rights and (ii) mailing payment of the
Redemption Price to the registered holders of the Rights at
their last addresses as they appear on the registry books
of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent for the Common
Shares, and upon such action, all outstanding Right
Certificates shall be null and void without any further
action by the Company.

SECTION 24. EXCHANGE.

(a) The Board of Directors of the Company may, at its option,
at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of
Section 11(a)(ii) hereof) for Common Shares at an exchange
ratio of one Common Share per Right, appropriately adjusted
to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange
ratio being hereinafter referred to as the "Exchange
Ratio"). Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at
any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the
Company or any such Subsidiary, or any entity holding
Common Shares for or pursuant to the terms of any such
plan), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the
Common Shares then outstanding.

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

(c) In lieu of issuing Common Shares in accordance with Section
24(a) hereof, the Company may, if a majority of the Board
of Directors then in office determines that such action is
necessary or appropriate and not contrary to the interests
of the holders of Rights, elect to (and, in the event that
there are not sufficient treasury shares and authorized but
unissued

Common Shares to permit any exchange of the Rights in
accordance with Section 24(a) hereof, the Company shall)
take all such action as may be necessary to authorize,
issue or pay, upon the exchange of the Rights, cash
(including by way of a reduction of the Purchase Price),
property, Common Shares, other securities or any
combination thereof having an aggregate value equal to the
value of the Common Shares which otherwise would have been
issuable pursuant to Section 24(a) hereof, which aggregate
value shall be determined by a nationally recognized
investment banking firm selected by a majority of the Board
of Directors then in office. For purposes of the preceding
sentence, the value of the Common Shares shall be
determined pursuant to Section 11(d) hereof. Any election
pursuant to this Section 24(c) by the Board of Directors
must be made within 60 days following the date on which the
event described in Section 11(a)(ii) hereof shall have
occurred. Following the occurrence on the event described
in Section 11(a)(ii) hereof, a majority of the Board of
Directors then in office may suspend the exercisability of
the Rights for a period of up to 60 days following the date
on which the event described in Section 11(a)(ii) hereof
shall have occurred to the extent that such directors have
not determined whether to exercise their rights of election
under this Section 24(c). In the event of any such
suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been
temporarily suspended.

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

(e) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share) upon
exchange of the Rights or to distribute certificates which
evidence fractional Preferred Shares (other than fractions
which are integral multiples of one one-hundredth of a
Preferred Share). Fractions of Preferred Shares in
integral multiples of one one-hundredth of a Preferred
Share may, at the election of the Company, be evidenced by
depositary receipts; PROVIDED, HOWEVER, that holders of
such depositary receipts shall have all of the designations
and the powers, preferences and

rights, and the qualifications, limitations and
restrictions to which they are entitled as beneficial
owners of the Preferred Shares represented by such
depositary receipts. In lieu of fractional Preferred
Shares that are not integral multiples of one one-hundredth
of a Preferred Share, the Company shall pay to the
registered holders of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash
equal to the same fraction of the current market value of
one Preferred Share. For the purposes of this
Section 24(e), the current market value of a Preferred
Share shall be one hundred (100) times the closing price of
a Common Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day
immediately after the date of the first public
announcement by the Company that an exchange is to be
effected pursuant to this Section 24.

SECTION 25. NOTICE OF CERTAIN EVENTS.

(a) In case the Company shall propose (i) to pay any dividend
payable in stock of any class to the holders of its
Preferred Shares or to make any other distribution to the
holders of its Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of
its Preferred Shares rights or warrants to subscribe for or
to purchase any additional Preferred Shares or shares of
stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its
Preferred Shares (other than a reclassification involving
only the subdivision of outstanding Preferred Shares),
(iv) to effect any consolidation or merger into or with, or
to effect any sale or other transfer (or to permit one or
more of its Subsidiaries to effect any sale or other
transfer), in one or more transactions, of 50% or more of
the assets or earning power of the Company and its
Subsidiaries (taken as a whole), to any other Person,
(v) to effect the liquidation, dissolution or winding up of
the Company, or (vi) to declare or pay any dividend on the
Common Shares payable in Common Shares or to effect a
subdivision, combination or consolidation of the Common
Shares (by reclassification or otherwise than by payment of
dividends in Common Shares), then, in each such case, the
Company shall give to each holder of a Right Certificate,
in accordance with Section 26 hereof, a notice of such
proposed action, which shall specify the record date for
the purpose of such stock dividend, or distribution of
rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the
Common Shares and/or the Preferred Shares, if any such date
is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at
least 10 days prior to the record date for determining
holders of the Preferred Shares for purposes of such
action, and in the case of any such other action, at least
10 days prior to the date

of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares
and/or the Preferred Shares, whichever shall be the
earlier.

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

SECTION 26. NOTICES. Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent)
as follows:

CV Therapeutics, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer

Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

Norwest Bank Minnesota, N.A.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Manager, Administration
--------------------------

Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any Right
Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the
address of such holder as shown on the registry books of the
Company.

SECTION 27. SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the
approval of any holders of the Rights. From and after the
Distribution Date, the Company and the Rights Agent shall, if the
Company so directs, from time to time supplement or amend any
provision of this Agreement without the approval of any holders of
Right Certificates in order

to (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent
with any other provisions herein, or (iii) change any other
provisions with respect to the Rights which the Company may deem
necessary or desirable; PROVIDED, HOWEVER, that no such supplement
or amendment shall be made which would adversely affect the
interests of the holders of Rights (other than the interests of an
Acquiring Person or its Affiliates or Associates). Any supplement
or amendment adopted during any period after any Person has become
an Acquiring Person but prior to the Distribution Date shall
become null and void unless such supplement or amendment could
have been adopted by the Company from and after the Distribution
Date. Any such supplement or amendment shall be evidenced by a
writing signed by the Company and the Rights Agent. Upon delivery
of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance
with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment unless the Rights Agent shall have
determined in good faith that such supplement or amendment would
adversely affect its interest under this Agreement. Prior to the
Distribution Date, the interests of the holders of Rights shall be
deemed coincident with the interests of the holders of Common
Shares.

SECTION 28. DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS, ETC. For all
purposes of this Agreement, any calculation of the number of
Common Shares outstanding at any particular time, including for
purposes of determining the particular percentage of such
outstanding Common Shares or any other securities of which any
Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act as in effect on the date of
this Agreement. The Board of Directors of the Company shall have
the exclusive power and authority to administer this Agreement and
to exercise all rights and powers specifically granted to the
Board, or the Company, or as may be necessary or advisable in the
administration of this Agreement, including without limitation,
the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or
advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend the
Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) which are done or made by
the Board in good faith, shall (x) be final, conclusive and
binding on the Rights Agent and the holders of the Rights, and (y)
not subject the Board to any liability to the holders of the
Rights.

SECTION 29. SUCCESSORS. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and
assigns hereunder.

SECTION 30. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common
Shares) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).

SECTION 31. SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

SECTION 32. GOVERNING LAW. This Agreement and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.

SECTION 33. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

SECTION 34. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of
the provisions hereof.

IN WITNESS WHEREOF, parties whereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

ATTEST: CV THERAPEUTICS, INC.

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ ---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary Chairman of the Board and Chief
Executive Officer

ATTEST: NORWEST BANK MINNESOTA, N.A.

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------- ------------------------------

Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------- ----------------------

Title: Vice President Title: Account Manager
------------------------ ---------------------------

AND NORWEST BANK MINNESOTA, N.A. AS RIGHTS AGENT RIGHTS AGREEMENT

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