Common use of Amendments to Rights Agreement Clause in Contracts

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Parent or Merger Sub or any Subsidiary, Affiliate or Associate of either of them shall not be deemed to have occurred solely by virtue ofbe an Acquiring Person, either individually or collectively, as a result of, of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer all of the Company that a Permitted Event has occurredMerger Events.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof any or all of the Merger Events.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, any Permitted none of the Merger Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred as the result of any or all of the Merger Events.” (f) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add at the end thereof the words “and (v) the Effective Time (as such term is defined in the Merger Agreement) of the Merger (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which the Rights established hereby expired and this Agreement terminated.” (g) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, none of Geac Computer Corporation Limited, a corporation governed by the Canada Business Corporations Act ("Parent"), Conductor Acquisition Corp., a Michigan corporation ("Merger Subsidiary"), or any Affiliate or Associate of Parent or Merger Subsidiary shall be deemed to be an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Offer, the Top-Up Option, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Offer, the Top-Up Option, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person). (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is amended to add the following at the end thereof (before the "."): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Offer, the Top-Up Option, the Merger or the Transactions. (c) The definition of "Shares Acquisition Date" in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the "."): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result ofof the execution, any Permitted Eventdelivery, announcement, consummation or performance of the Merger Agreement, the public announcement thereof Voting Agreement, the Offer, the Top-Up Option, the Merger or the actual knowledge of an executive officer of the Company that a Permitted Event has occurredTransactions.” (cd) The definition of "Triggering Event" in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything to the contrary contained in this Agreement that might otherwise be deemed to the contraryAgreement, a Distribution Date Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Offer, the Top-Up Option, the Merger or the Transactions. (e) The following definitions shall be deemed added to have occurred solely by virtue of, or as Section 1 of the result of, any Permitted Event.”Rights Agreement:

Amendments to Rights Agreement. (a) The Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition”: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed Agreement to the contrary, none of XXX Xxxxxxxxxxxneither Xxxxxxxxx-Xxxx Company Limited, a Massachusetts Bermuda corporation (“ParentXxxxxxxxx-Xxxx”), Emerge nor any of its Affiliates or Associates shall be deemed to be an Acquiring Person solely as a result of the approval, execution, delivery or adoption of the Merger CorporationAgreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (b) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Distribution Date”: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (c) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Stock Acquisition Time”: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Time shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (d) Section 1 of the Rights Agreement is hereby amended to add the following definitions of “Effective Time”, “Merger” and “Merger Agreement” in the appropriate alphabetical order: “‘Effective Time’ shall have the meaning set forth in the Merger Agreement.” “‘Merger’ shall have the meaning set forth in the Merger Agreement.” “‘Merger Agreement’ shall mean that Agreement and Plan of Merger, dated December 15, 2007, among the Company, Xxxxxxxxx-Xxxx and Indian Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”)Indian, or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed as amended from time to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”)time.” (be) The definition of “Stock Acquisition Date” in Section 1(bb3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition no Distribution Date shall not be deemed to have occurred solely by virtue of, or as a result ofof the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any Permitted Eventother transaction contemplated by the Merger Agreement, or the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurredany thereof.” (cf) Section 3(a7(a) of the Rights Agreement is hereby modified, amended and restated in its entirety: “Subject to Section 7(e) hereof, the registered holder of any Rights 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 Rights Certificate, with the form of election to purchase and certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent in New York, New York, together with payment of the Purchase Price for each one one-hundredth of a share of Preferred Stock as to which the Rights are exercised, at or prior to the earliest of (i) the time immediately prior to the Effective Time; (ii) the Close of Business on July 9, 2013 (the “Final Expiration Date”), (iii) the time at which the Rights are redeemed as provided in Section 23, (iv) the time at which the Rights are exchanged as provided in Section 23A, or (v) the time at which the Rights expire pursuant to Section 13(d) (such earliest time being herein referred to as the “Expiration Date”).” (g) Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by virtue ofthe Merger Agreement, or as the result of, public announcement of any Permitted Eventthereof.” (h) Section 13(a) of the Rights Agreement is hereby amended to delete the final sentence thereof and add the following at the end thereof: “The Company shall not consummate any Section 13 Event unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement containing the provisions required by this Section 13. Notwithstanding anything in this Agreement to the contrary, no Section 13 Event shall be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (i) Section 23A(a) of the Rights Agreement is hereby amended to add the following subsection at the end thereof: (e) Notwithstanding anything in this Agreement to the contrary, no exchange referred to in Section 23A(a) hereof shall be authorized solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (j) Section 24 of the Rights Agreement is hereby amended to add the following subsection at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give notice under this Section 24 solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.”

Amendments to Rights Agreement. The parties hereto agree that the Rights Agreement shall be amended as provided below, effective as of the date of this Amendment except as may otherwise be provided below: (a) From and after the time that the appointment of First Chicago as successor Rights Agent is effective all references in the Rights Agreement (including all exhibits thereto) to Boatmen's Trust as Rights Agent shall be deemed to refer to First Chicago as successor Rights Agent. From and after the effective date of this Amendment, all references in the Rights Agreement to the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment. (b) Section 3(c) of the Rights Agreement shall be amended as of the effective time of the appointment of First Chicago as successor Rights Agent by adding a sentence, substantially in the form of the following sentence, immediately after the last sentence of the legend set forth therein: Effective as of 12:01 a.m., Iowa time, June 16, 1997, First Chicago Trust Company of New York succeeded Boatmen's Trust as Rights Agent. The definition following legend, or a legend substantially similar thereto, may, in the alternative be affixed. This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Equitable of “Iowa Companies and First Chicago Trust Company of New York (as successor Rights Agent), dated as of April 30, 1992, as amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Equitable of Iowa Companies. 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. Equitable of Iowa Companies will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person” Person (as defined in the Rights Agreement) shall become null and void. (c) Section 1(a) 26 of the Rights Agreement is amended by inserting deleting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer address of the Company that a Permitted Event has occurred.” (c) Section 3(a) and the name and address of the Rights Agreement is amended to add Boatmen's Trust and substituting the following sentence at the end thereoftherefore: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary(until July 1, a Distribution Date shall not be deemed to have occurred solely by virtue of1997) Equitable of Iowa Companies 000 Xxxxxx Xxxxxx X.X. Xxx 0000 Xxx Xxxxxx, or as the result ofXxxx 00000-0000 Attn: General Counsel (after July 1, any Permitted Event.”1997) Equitable of Iowa Companies 000 Xxxxxx Xxxxxx X.X. Xxx 0000 Xxx Xxxxxx, XX 00000-0000 Attention: General Counsel First Chicago Trust Company of New York 0 Xxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxxx

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph sentence at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed Agreement to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Xxxxxxx Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Smile Acquisition Corp. or any Affiliate or Associate of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be an Acquiring Person or become an “Acquiring Person” a Beneficial Owner of Common Stock, either individually or collectively, solely by virtue of, or as a result of (i) the execution and delivery approval, execution, delivery, announcement or performance of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or ; (ii) the announcement, commencement, performance commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result ofof (i) the approval, any Permitted Eventexecution, the public delivery, announcement thereof or the actual knowledge of an executive officer performance of the Company that a Permitted Event has occurredMerger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any Permitted Eventof the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX XxxxxxxxxxxUNCN Holdings, Inc., a Massachusetts Delaware corporation (“Parent”), Emerge Merger CorporationUNCN Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), any employees or stockholders of the Company who have agreed or after the date hereof shall agree with Parent to contribute Common Shares to Parent or Merger Sub in exchange for shares of Parent capital stock immediately prior to the Effective Time (as defined below) (such agreements to contribute being hereinafter defined as “Contribution Agreements”), or any of their respective Affiliates or AssociatesAssociates (including without limitation Welsh, Carson, Axxxxxxx & Sxxxx X, L.P., WCAS Capital Partners IV, L.P. and each of their general and limited partners), either individually, collectively or in any combinationscombination, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of April 8January 7, 20082007, by and among the CompanyParent, Parent and Merger Sub and the Company (including any amendment as it may be amended or supplement theretosupplemented from time to time, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) or any other transactions contemplated thereby or (iii) the foregoing execution, delivery or performance of the Contribution Agreements (such actions being referred to as described in this sentence, collectively, the “Permitted Events”, and individually, a “Permitted Event”).” (b) The definition of “Stock Shares Acquisition Date” in Section 1(bb1(aa) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Shares Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, of the public announcement of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, of any Permitted Event.” (d) Section 8(a) of the Rights Agreement is modified, amended and restated as follows: “Subject to the provisions of Section 8(e) hereof, 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 its Corporate Trust Office, together with payment of the Purchase Price for each one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (1) the Close of Business on the Final Expiration Date, (2) the time of redemption on the Redemption Date, (3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof, or (4) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way affect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 37 is added to read in its entirety as follows:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX XxxxxxxxxxxXxxxxx Acquisition, Inc., a Massachusetts Delaware corporation (“Parent”), Emerge Xxxxxx Acquisition Merger CorporationSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinationscombination, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of April 8May 1, 20082005, by and among the CompanyParent, Parent and Merger Sub and the Company (including any amendment as it may be amended or supplement theretosupplemented from time to time, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) or any other transactions contemplated thereby, including without limitation, entry into or performance of the Stockholder Agreement, dated as of May 1, 2005, among Parent, Merger Sub and the other signatory parties thereto (the foregoing as it may be amended or supplemented from time to time) (such actions being referred to as described in this sentence, the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb1(z) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, of the public announcement of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, of any Permitted Event.” (d) Section 7(a) of the Rights Agreement is modified, amended and restated as follows: “Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part 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 or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-thousandth of a share of Preferred Stock as to which the Rights are exercised, at any time which is both after the Distribution Date and prior to the earliest of (i) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur, (ii) the close of business on October 6, 2009 (the “Final Expiration Date”), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way effect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 35 is added to read in its entirety as follows:

Amendments to Rights Agreement. Effective as of the date first written above, the Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " set forth in Section 1(a) 1.1 of the Rights Agreement is hereby amended by inserting to add the following as a new paragraph at the end of such definitionthereof: “Notwithstanding "In addition, notwithstanding anything in this Section 1(a) that might otherwise be deemed Agreement to the contrary, none of XXX XxxxxxxxxxxNWJ Apartment Holdings Corp., a Massachusetts Maryland corporation (“"Parent”"), Emerge Merger Corporationand NWJ Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“"Merger Sub”"), or any of their respective Affiliates or Associates, either individually, collectively individually or in any combinationscollectively, shall be deemed to be or become an “"Acquiring Person” " solely by virtue reason of, or as a result of : (i1) the approval, adoption, execution and or delivery of the an Agreement and Plan of MergerMerger (as it may be amended and supplemented, dated as of April 8the "Merger Agreement"), 2008, by and among the Company, Parent and Merger Sub pursuant to which, among other things, Merger Sub shall be merged with and into the Company (including any amendment or supplement thereto, the “Merger Agreement”"Merger") or the Tender and Voting Agreements (collectively with the Company surviving the Merger Agreementon the terms and subject to the conditions set forth therein, the “Transaction Documents”), or (ii2) the announcementapproval, commencementadoption, performance execution or consummation delivery of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger Voting Agreement (each as defined in the Merger Agreement)(as it may be amended and supplemented, the "Voting Agreement"), (3) the consummation of the Merger or (4) the foregoing actions being referred to as consummation of any of the “Permitted Events”)other transactions contemplated by the Merger Agreement or the Voting Agreement.”" (b) The definition of “Stock Acquisition Date” "Beneficial Ownership" set forth in Section 1(bb) 1.1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Agreement that might otherwise be deemed definition of "Beneficial Owner," "Beneficial Ownership" or "Beneficially Own" to the contrary, a Stock Acquisition Date none of Parent, Merger Sub, or any of their Affiliates or Associates, individually or collectively, shall not be deemed the "Beneficial Owner" or shall be deemed to have occurred "Beneficially Own" any shares of Common Stock solely by virtue of, or as a result ofof (i) the approval, adoption, execution or delivery of the Merger Agreement, (ii) the approval, adoption, execution or delivery of the Voting Agreement, (iii) the consummation of the Merger or (iv) the consummation of any Permitted Event, of the public announcement thereof other transactions contemplated by the Merger Agreement or the actual knowledge of an executive officer of the Company that a Permitted Event has occurredVoting Agreement.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”"

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the Bois d’Arc Merger Documents or the consummation of one or more of the Bois d’Arc Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to any Bois d’Arc Covered Stockholder or any of their respective Affiliates or Associates solely by reason of or in connection with the Bois d’Arc Merger Documents or the Bois d’Arc Merger Transactions, including, without limitation, the designation of the Bois d’Arc Covered Stockholders or any of their respective Affiliates or Associates thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding In addition, notwithstanding anything in this Rights Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of the Bois d’Arc Covered Stockholders or any of their respective Affiliates or Associates shall not be deemed to have occurred be an Acquiring Person solely by virtue ofof (i) the announcement of the Bois d’Arc Merger Transactions, or as a result of, any Permitted Event, (ii) the public announcement thereof or the actual knowledge acquisition and/or ownership of an executive officer Common Shares of the Company that a Permitted Event has occurredpursuant to the Bois d’Arc Merger Agreement, (iii) the execution of the Bois d’Arc Merger Documents or (iv) the consummation of the Bois d’Arc Merger Transactions.” (c) The following definitions shall be added to Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”Agreement:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) 1 of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is hereby amended to add the following sentence at the end thereofof the definition of “Acquiring Person”: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, neither The Toronto-Dominion Bank, a Stock Acquisition Date Canadian chartered bank (“TD”), nor any of its Affiliates or Associates shall not be deemed to have occurred be an Acquiring Person solely by virtue of, or as a result ofof the approval, execution, delivery or adoption of the Merger Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any Permitted Eventother transaction contemplated by the Merger Agreement, or the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurredany thereof.” (cb) Section 3(a) 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereofof the definition of “Distribution Date”: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated by virtue ofthe Merger Agreement, or as the result of, public announcement of any Permitted Eventthereof.” (c) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Shares Acquisition Date”: “Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (d) Section 1 of the Rights Agreement is hereby amended to add the following definitions of “Merger Agreement”, “Mergers”, “Migratory Merger Effective Time” and “Stockholders Agreement” in the appropriate alphabetical order:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date neither Xxxxxxx Gold Corporation nor any of its Affiliates or Associates (hereinafter, collectively, "Barrick") shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely by virtue ofof (i) the approval, execution or as a result of, any Permitted Event, delivery of the public announcement thereof Merger Agreement or the actual knowledge of an executive officer Stockholders Agreement, (ii) the announcement of the Company that a Permitted Event has occurredMerger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iv) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement or the Stockholders Agreement.”" (cb) Section 3(a3(b) of the Rights Agreement is amended to add the following sentence at immediately after the end first sentence thereof: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a no Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof (i) the approval, any Permitted Eventexecution or delivery of the Merger Agreement or the Stockholders Agreement, (ii) the announcement of the Merger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iv) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement or the Stockholders Agreement.”" (c) Clause (i) of the first sentence of Section 7(a) of the Rights Agreement is amended and restated to read in its entirety as follows: (i) the earlier of (1) the Close of Business on October 15, 2007 and (2) immediately prior to the Effective Time of the Merger (such earlier time being the "Expiration Date"), or ". (d) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX XxxxxxxxxxxKing Pharmaceuticals, Inc., a Massachusetts Tennessee corporation (“Parent”), Emerge Merger CorporationXxxxxx Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinationscombination, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery approval, execution, delivery, adoption or performance of the Agreement and Plan of Merger, dated as of April 8November 23, 2008, by and among the CompanyParent, Parent and Merger Sub and the Company (including any amendment as it may be amended or supplement theretosupplemented from time to time, the “Merger Agreement”) or the Tender and Voting Agreements consummation of the Offer (collectively with as defined in the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) or any other transactions contemplated thereby (the foregoing such actions being referred to as described in this sentence, the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb1(o) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Rights Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, of the public announcement of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Rights Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, of any Permitted Event.” (d) Section 7(a) of the Rights Agreement is modified, amended and restated as follows: “Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part 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 or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-thousandth of a share of Series B Preferred Stock (or other securities, cash or assets, as the case may be) as to which the Rights are exercised, at any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur, (ii) the close of business on September 1, 2009 (the “Final Expiration Date”), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof. The Company will provide the Rights Agent with notice of the Effective Time, provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way effect the time at which the Rights cease to be exercisable pursuant to the foregoing sentence.” (e) A new Section 36 is added to read in its entirety as follows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date neither Barrick Gold Corporation nor any of its Affiliates or Axxxxxxxes (hereinafter, collectively, "Barrick") shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely by virtue ofof (i) the approval, execution or as a result of, any Permitted Event, delivery of the public announcement thereof Merger Agreement or the actual knowledge of an executive officer Stockholders Agreement, (ii) the announcement of the Company that a Permitted Event has occurredMerger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iv) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement or the Stockholders Agreement.”" (cb) Section 3(a3(b) of the Rights Agreement is amended to add the following sentence at immediately after the end first sentence thereof: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a no Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof (i) the approval, any Permitted Eventexecution or delivery of the Merger Agreement or the Stockholders Agreement, (ii) the announcement of the Merger, (iii) the acquisition or conversion of the Common Stock or Homestake Special Voting Stock pursuant to the Merger or the Merger Agreement or (iv) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement or the Stockholders Agreement.”" (c) Clause (i) of the first sentence of Section 7(a) of the Rights Agreement is amended and restated to read in its entirety as follows: (i) the earlier of (1) the Close of Business on October 15, 2007 and (2) immediately prior to the Effective Time of the Merger (such earlier time being the "Expiration Date"), or ". (d) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, neither of Petrohawk, Petrohawk Subsidiary, Hxxxxxx Distressed Investment Master Fund, Ltd., an exempt company organized in the Cayman Islands, Stellar Funding Ltd., a Stock Acquisition Date Cayman Islands company, Guggenheim Capital, LLC, a Delaware limited liability company, or any Affiliate or Associate of any of them shall not be deemed to have occurred be an Acquiring Person, either individually, collectively or in any combination of any of them, solely by virtue ofof (i) the execution and delivery of the Merger Agreement or any amendments thereof approved in advance by the Board of Directors of the Company, or the Voting Agreements (as defined in the Merger Agreement), (ii) the commencement or, prior to the termination of the Merger Agreement or the Voting Agreements, the consummation of any of the transactions contemplated by the Merger Agreement or the Voting Agreements, in accordance with the provisions of the Merger Agreement or the Voting Agreements, including the Merger (as defined in the Merger Agreement), (iii) the announcement of the Merger Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner of shares of Common Stock pursuant to the Merger Agreement or the Voting Agreements, or otherwise as a result ofof any of the transactions contemplated by the Merger Agreement or the Voting Agreements, any Permitted Eventincluding, without limitation, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurredMerger.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof (i) the execution and delivery of the Merger Agreement or any amendments thereof approved in advance by the Board of Directors of the Company, or the Voting Agreements (as defined in the Merger Agreement), (ii) the commencement or, prior to the termination of the Merger Agreement or the Voting Agreements, the consummation of any Permitted Eventof the transactions contemplated by the Merger Agreement or the Voting Agreements, in accordance with the provisions of the Merger Agreement or the Voting Agreements, including the Merger (as defined in the Merger Agreement), (iii) the announcement of the Merger Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner of shares of Common Stock pursuant to the Merger Agreement or the Voting Agreements, or otherwise as a result of any of the transactions contemplated by the Merger Agreement or the Voting Agreements, including, without limitation, the Merger.” (c) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of (i) the execution and delivery of the Merger Agreement or any amendments thereof approved in advance by the Board of Directors of the Company, or the Voting Agreements (as defined in the Merger Agreement), (ii) the commencement or, prior to the termination of the Merger Agreement or the Voting Agreements, the consummation of any of the transactions contemplated by the Merger Agreement or the Voting Agreements, in accordance with the provisions of the Merger Agreement or the Voting Agreements, including the Merger (as defined in the Merger Agreement), (iii) the announcement of the Merger Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner of shares of Common Stock pursuant to the Merger Agreement or the Voting Agreements, or otherwise as a result of any of the transactions contemplated by the Merger Agreement or the Voting Agreements, including, without limitation, the Merger.” (d) The following definitions shall be added to Section 1 of the Rights Agreement: “‘Petrohawk’ shall mean Petrohawk Energy Corporation, a Delaware corporation.” “‘Petrohawk Subsidiary’ shall mean Petrohawk Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Petrohawk.” “‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 3, 2005, by and among Petrohawk, Petrohawk Subsidiary and the Company.” (e) Section 7(a) of the Rights Agreement is amended and restated to read as follows: (a) The registered holder of any Rights 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 Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with the aggregate Purchase Price with respect to the total number of one-hundredths of a share of Preferred Stock (or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earlier of (i) the Close of Business on the tenth anniversary of the Record Date, (ii) the time at which the Rights are redeemed as provided in Section 24 hereof, (iii) the time at which the Board of Directors of the Company orders the exchange of Rights pursuant to paragraph (a) of Section 23 or (iv) immediately prior to the Effective Time (as defined in the Merger Agreement) (the earlier of (i), (ii), (iii) and (iv) is herein referred to as the “Expiration Date”). Subject to adjustment as provided herein, each Right shall initially be exercisable for one one-hundredth of a share of Preferred Stock.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 1. (a) The Section 1 of the Rights Agreement is hereby amended to add the following definitions of “Effective Time”, “Merger” and “Merger Agreement” in the appropriate alphabetical order: “‘Effective Time’ shall have the meaning set forth in the Merger Agreement.” “‘Merger’ shall have the meaning set forth in the Merger Agreement.” “‘Merger Agreement’ shall mean that certain Agreement and Plan of Merger, to be entered into among Invitrogen Corporation, a Delaware corporation, Atom Acquisition, LLC, a Delaware limited liability company and the Company, as amended from time to time.” (b) Section 1 of the Rights Agreement is hereby amended to add the following sentence immediately prior to the last sentence of the definition of “Acquiring Person” ”: “Notwithstanding anything in this Agreement to the contrary, none of Invitrogen Corporation, a Delaware corporation, Atom Acquisition, LLC, a Delaware limited liability company, nor any of their respective Affiliates or Associates shall be deemed to be an Acquiring Person solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (c) Section 1(a1(j) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is hereby amended to add the following sentence at the end thereofof the definition of “Distribution Date”: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by virtue ofthe Merger Agreement, or as the result of, public announcement of any Permitted Eventthereof.” (d) The definition of “Exempt Person” set forth in Section 1(m) of the Rights Agreement is hereby amended to read in its entirety as follows:

Amendments to Rights Agreement. The Rights Agreement shall be amended as follows: (a) The definition first sentence of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is hereby amended to add by deleting the following sentence words ",provided that if such determination occurs on or after the date of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". (b) Section 23(a) is hereby deleted in its entirety and replaced with the following: 01. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price per share at the end thereoftime of redemption) or any other form of consideration deemed appropriate by the Board of Directors.". (c) The first and second sentences of Section 27 are hereby deleted in their entirety and replaced with the following: “Notwithstanding anything in "Prior to the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that might otherwise may be deemed to affect the contrary, a interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall not be deemed adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), and no such supplement or amendment may cause the Rights again to have occurred solely by virtue of, or become redeemable at such the as the result ofRights are not then redeemable or cause this Agreement again to become amendable other than in accordance with this sentence." (d) The third sentence of Section 27 is hereby amended by deleting the words "or, so long as any Permitted EventPerson is an Acquiring Person hereunder, the Continuing Directors".”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the EPL Merger Documents or the consummation of one or more of the EPL Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to EPL, EPL Merger Sub or any Affiliate or Associate thereof solely by reason of or in connection with the EPL Merger Documents or the EPL Merger Transactions, including, without limitation, the designation of EPL, EPL Merger Sub or any Affiliate or Associate thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” set forth in Section 1(a) 1 of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding In addition, and notwithstanding anything in this Rights Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of EPL, EPL Merger Sub or any of their respective Affiliates or Associates shall not be deemed to have occurred be an Acquiring Person solely by virtue ofof (i) the announcement of the EPL Merger, or as a result of, any Permitted Event, (ii) the public announcement thereof or the actual knowledge acquisition of an executive officer Common Shares of the Company that a Permitted Event has occurredpursuant to the EPL Merger, (iii) the execution of the EPL Merger Agreement or the EPL Voting Agreements or (iv) the consummation of the EPL Merger or of the other transactions contemplated in the EPL Merger Agreement or the EPL Voting Agreements.” (c) The definition of “Final Expiration Date” set forth in Section 3(a) 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or and restated as the result of, any Permitted Event.”follows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, none of Atlas Copco North America LLC (“Parent”), Odyssey Acquisition Corp. (“Merger Subsidiary”), or any Affiliate or Associate of Parent or Merger Subsidiary shall be deemed to be an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person). (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result ofof the execution, any Permitted Eventdelivery, announcement, consummation or performance of the Merger Agreement, the public announcement thereof Voting Agreement, the Merger or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.”Transactions (cd) The definition of “Triggering Event” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything to the contrary contained in this Agreement that might otherwise be deemed to the contraryAgreement, a Distribution Date Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be deemed added to have occurred solely by virtue of, or as Section 1 of the result of, any Permitted Event.”Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereofthe paragraph: “Notwithstanding anything in this Agreement that might otherwise the foregoing, neither Parent, Acquisition nor any of their respective, existing or future Affiliates or Associates shall be, or be deemed to the contrarybe, a Stock Acquisition Date shall not be deemed to have occurred solely an Acquiring Person, either individually or collectively, by virtue ofof (i) the public or other announcement of the Merger Agreement or any transaction contemplated thereby or arising in connection therewith, including, without limitation, the Offer, the Top-Up Option or as a result ofthe Mergers, (ii) the acquisition of Common Shares (including, without limitation, any Permitted Eventoptions, warrants or other securities and rights to acquire Common Shares and upon the public announcement thereof or the actual knowledge conversion of an executive officer shares of common stock of Acquisition into Common Shares of the Company that a Permitted Event has occurredin the Merger) of the Company pursuant to or in connection with the Merger Agreement or any transaction contemplated thereby or arising in connection therewith, including without limitation, the Offer, the Mergers or the Top-Up Option, (iii) the approval, execution or delivery of the Merger Agreement or (iv) the commencement or consummation of the Offer, the Mergers or the Top-Up Option or any other transactions contemplated by or arising in connection with the Merger Agreement or any other agreement, instrument or document contemplated by the Merger Agreement (each of the events described in clauses (i), (ii), (iii) or (iv) and any combination thereof, an “Exempt Event”).” (cb) The definition of “Beneficial Owner” and “beneficially owned” in Section 3(a) 1 of the Rights Agreement is amended to add delete the following last sentence at in its entirety and replace it with the end thereoffollowing: “Notwithstanding anything in this Agreement that might otherwise be deemed definition of Beneficial Ownership to the contrary, (A) the phrase “then outstanding,” when used with reference to a Distribution Date 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 have occurred solely by virtue own beneficially hereunder and (B) for purposes of this Agreement, neither Parent, Acquisition nor any of their respective Affiliates or Associates shall be, or be deemed to be, the “Beneficial Owner” of, or shall be deemed to “beneficially own,” any securities as the a result of, of any Permitted Exempt Event.” (c) The definition of “Final Expiration Date” in Section 1 of the Rights Agreement is amended to read in its entirety as follows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the Plains Merger Documents or the consummation of one or more of the Plains Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to Plains, Plains Merger Sub or any Affiliate or Associate thereof solely by reason of or in connection with the Plains Merger Documents or the Plains Merger Transactions, including, without limitation, the designation of Plains, Plains Merger Sub or any Affiliate or Associate thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” set forth in Section 1(a) 1 of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding ”In addition, and notwithstanding anything in this Rights Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Plains, Plains Merger Sub or any of their respective Affiliates or Associates shall not be deemed to have occurred be an Acquiring Person solely by virtue ofof (i) the announcement of the Plains Merger, or as a result of, any Permitted Event, (ii) the public announcement thereof or the actual knowledge acquisition of an executive officer Common Shares of the Company that a Permitted Event has occurredpursuant to the Plains Merger, (iii) the execution of the Plains Merger Agreement or the Plains Voting Agreements or (iv) the consummation of the Plains Merger or of the other transactions contemplated in the Plains Merger Agreement or the Plains Voting Agreements.” (c) The definition of “Final Expiration Date” set forth in Section 3(a) 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or and restated as the result of, any Permitted Event.”follows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Franklin I or Xxxxxxxx XX or any Affiliate or Associate of any of them shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely by virtue ofof (i) the execution and delivery of the Purchase Agreement, or as a result of, any Permitted Event, (ii) the public announcement thereof or the actual knowledge issuance and delivery of an executive officer shares of Common Stock in accordance with Article 2 of the Company that a Permitted Event has occurredPurchase Agreement.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof (i) the execution and delivery of the Purchase Agreement, any Permitted Eventor (ii) the issuance and delivery of shares of Common Stock in accordance with Article 2 of the Purchase Agreement.” (c) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of (i) the execution and delivery of the Purchase Agreement, or (ii) the issuance and delivery of shares of Common Stock in accordance with Article 2 of the Purchase Agreement.” (e) The following definitions shall be added to Section 1 of the Rights Agreement: “‘Franklin I’ shall mean FTVIPT—Franklin Income Securities Fund.” “‘Xxxxxxxx XX’ shall mean Franklin Custodian Funds—Income Series.”

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the Plains Merger Documents or the consummation of one or more of the Plains Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to Plains, Plains Merger Sub or any Affiliate or Associate thereof solely by reason of or in connection with the Plains Merger Documents or the Plains Merger Transactions, including, without limitation, the designation of Plains, Plains Merger Sub or any Affiliate or Associate thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” set forth in Section 1(a) 1 of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding In addition, and notwithstanding anything in this Rights Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Plains, Plains Merger Sub or any of their respective Affiliates or Associates shall not be deemed to have occurred be an Acquiring Person solely by virtue ofof (i) the announcement of the Plains Merger, or as a result of, any Permitted Event, (ii) the public announcement thereof or the actual knowledge acquisition of an executive officer Common Shares of the Company that a Permitted Event has occurredpursuant to the Plains Merger, (iii) the execution of the Plains Merger Agreement or the Plains Voting Agreements or (iv) the consummation of the Plains Merger or of the other transactions contemplated in the Plains Merger Agreement or the Plains Voting Agreements.” (c) The definition of “Final Expiration Date” set forth in Section 3(a) 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or and restated as the result of, any Permitted Event.”follows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, none of Atlas Copco North America LLC (“Parent”), Odyssey Acquisition Corp. (“Merger Subsidiary”), or any Affiliate or Associate of Parent or Merger Subsidiary shall be deemed to be an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person). (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result ofof the execution, any Permitted Eventdelivery, announcement, consummation or performance of the Merger Agreement, the public announcement thereof Voting Agreement, the Merger or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.”Transactions (cd) The definition of “Triggering Event” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything to the contrary contained in this Agreement that might otherwise be deemed to the contraryAgreement, a Distribution Date Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be deemed added to Section 1 of the Rights Agreement: “Merger” shall have occurred solely by virtue of, or as the result of, any Permitted Eventmeaning ascribed to it in the Merger Agreement.”

Amendments to Rights Agreement. The parties hereto agree that the Rights Agreement shall be amended as provided below, effective as of the date of this Amendment except as may otherwise be provided below: (a) The definition From and after the time that the appointment of “Acquiring Person” the Successor Rights Agent as successor Rights Agent is effective, all references in the Rights Agreement (including all exhibits thereto) to the Resigning Rights Agent as Rights Agent shall be deemed to refer to the Successor Rights Agent as successor Rights Agent. From and after the effective date of this Amendment, all references in the Rights Agreement to the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Agreement. (b) Section 1(a3(d) of the Rights Agreement is amended as of the time of appointment of the Successor Rights Agent as successor Rights Agent by inserting adding the following immediately after the legend appearing therein: A. as Rights Agent. The following legend may, in the alternative, be affixed: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a new paragraph at the end Rights Agreement between Phillips- Van Hxxxxx Xxrporation and The Bank of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation New York (“Parent”as successor Rights Agent), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8June 10, 20081986 (the "Rights Agreement"), by and among as the Company, Parent and Merger Sub (including any amendment or supplement theretosame shall be amended from time to time, the “Merger Agreement”) or terms of which are hereby incorporated herein by reference and a copy of which is on file at the Tender and Voting Agreements (collectively with principal executive offices of Phillips-Van Heusen Coxxxxxxxxn. Under certain circumstances, as set forth in the Merger Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Phillips-Van Heusen Corporxxxxx xxll mail to the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation holder of this certificate a copy of the transactions contemplated Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by the Transaction Documents, including, without limitation, the Offer an Acquiring Person or the Merger any Affiliate or Associate thereof (each as such terms are defined - 2 - in the Merger Rights Agreement) (the foregoing actions being referred to as the “Permitted Events”)and any subsequent holder of such rights may become null and void.” (bc) The definition of “Stock Acquisition Date” in Section 1(bb) 8 of the Rights Agreement is amended by deleting the last sentence thereof and substituting therefor the following sentence: "The Rights Agent shall deliver all cancelled Right Certificates to add the Company, or, at the written request of the Company, may (but shall not be required to) destroy such cancelled Rights Certificates. (d) Section 19 of the Rights Agreement is amended by adding the following sentence at the end of the first paragraph thereof: “Notwithstanding anything "The Company's reimbursement and indemnification obligations described in this Agreement that might otherwise be deemed to paragraph shall survive the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge termination of an executive officer of the Company that a Permitted Event has occurredthis Agreement.”" (ce) Section 3(a) 21 of the Rights Agreement is amended to add by adding the following sentence at the end paragraph after paragraph (i) thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Parent or Merger Sub or any Subsidiary, Affiliate or Associate of either of them shall not be deemed to have occurred solely by virtue ofbe an Acquiring Person, either individually or collectively, as a result of, of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer all of the Company that a Permitted Event has occurredMerger Events.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof any or all of the Merger Events.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, any Permitted none of the Merger Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred as the result of any or all of the Merger Events.” (f) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iii)” with “, (iii)” and to add at the end thereof the words “and (iv) the Effective Time (as such term is defined in the Merger Agreement) of the Merger (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time (as such term is defined in the Merger Agreement), which notice shall specify (i) that the Effective Time (as such term is defined the Merger Agreement) has occurred, and (ii) the date upon which the Rights established hereby expired and this Agreement terminated.” (g) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement Agreement, the definition of “Acquiring Person,” is hereby amended by inserting adding the following as a new paragraph at the end of such definition: Section 1(a): “Notwithstanding anything in this Section 1(a) Agreement that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation neither Broadcom Corporation (“Parent”), Emerge Merger CorporationI&N Acquisition Corp., a Delaware corporation and a wholly-wholly owned subsidiary of Parent (“Merger Sub”), or nor any of their respective Affiliates or Associates, either individually, collectively or in any combinations, Associates shall be deemed to be an Acquiring Person and none of the Distribution Date, Shares Acquisition Date or become an “Acquiring Person” solely by virtue ofany Trigger Event shall be deemed to occur, in each such case, in connection with or as a result of (i) the execution and approval, execution, delivery or performance of the Agreement and Plan of Merger, Merger dated as of April 8September 11, 20082011, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, thereto (the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), among Parent, Merger Sub and the Company, or (ii) by the announcement, commencement, performance announcement or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (or the foregoing actions being referred execution of the other documents or consummation of the other transactions contemplated by the Merger Agreement. No such event shall entitle or permit the holders of the Rights to as exercise the “Permitted Events”)Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(bb1(u) of the Rights Agreement Agreement, the definition of “Shares Acquisition Date,” is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 1(v): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Shares Acquisition Date shall not be deemed to have occurred solely by virtue ofreason of the approval, execution, delivery or performance of the Merger Agreement, or by the announcement or consummation of the Merger (each as a result of, any Permitted Event, defined in the public announcement thereof Merger Agreement) or the actual knowledge of an executive officer execution of the Company that a Permitted Event has occurredother documents or consummation of the other transactions contemplated by the Merger Agreement.” (c) Section 1(aa) of the Rights Agreement, the definition of “Trigger Event,” is hereby amended by adding the following new paragraph at the end of Section 1(bb): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Trigger Event shall not be deemed to have occurred by reason of the approval, execution, delivery or performance of the Merger Agreement, or by the announcement or consummation of the Merger (each as defined in the Merger Agreement) or the execution of the other documents or consummation of the other transactions contemplated by the Merger Agreement.” (d) Section 3(a) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 3(a): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue ofreason of the approval, execution, delivery or performance of the Merger Agreement, or by the announcement or consummation of the Merger (each as defined in the result of, any Permitted EventMerger Agreement) or the execution of the other documents or consummation of the other transactions contemplated by the Merger Agreement.” (e) Section 7(a) of the Rights Agreement is hereby amended by deleting the word “or” that appears immediately prior to the symbol “(iii)” and deleting the period at the end of Section 7(a) and by adding the following to the end of the amended Section 7(a): “, or (iv) the time immediately prior to the Effective Time (as defined in the Merger Agreement).” (f) Section 13(f) of the Rights Agreement is hereby amended by adding the following sentence at the end of Section 13(f): “The approval, execution, delivery or performance of the Merger Agreement shall constitute a transaction described in this Section 13(f), and shall not entitle or permit the holders of the Rights to exercise the Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.”

Amendments to Rights Agreement. The Rights Agreement shall be amended as follows: (a) The definition first sentence of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is hereby amended to add by deleting the following sentence words ", provided that if such determination occurs on or after the date of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". (b) Section 23(a) is hereby deleted in its entirety and replaced with the following: 01. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price per share at the end thereoftime of redemption) or any other form of consideration deemed appropriate by the Board of Directors." (c) The first and second sentences of Section 27 are hereby deleted in their entirety and replaced with the following: “Notwithstanding anything in "Prior to the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that might otherwise may be deemed to affect the contrary, a interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall not be deemed adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), and no such supplement or amendment may cause the Rights again to have occurred solely by virtue of, or become redeemable at such time as the result ofRights are not then redeemable or cause this Agreement again to become amendable other than in accordance with this sentence." (d) The third sentence of Section 27 is hereby amended by deleting the words "or, so long as any Permitted EventPerson is an Acquiring Person hereunder, the Continuing Directors".” (e) Section 29 is hereby amended by (i) deleting in each instance where they appear the words "(with, where specifically provided for herein, the concurrence of the Continuing Directors)", and (ii) deleting from the last sentence thereof the words "or the Continuing Directors".

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not none of CEVA Parent, CEVA Merger Sub or any other interestholder or subsidiary (as defined in the CEVA Merger Agreement) of CEVA Parent be deemed to have occurred be an Acquiring Person, solely by virtue ofreason of the execution of the CEVA Merger Agreement or the CEVA Rollover Commitments, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer consummation of the Company that a Permitted Event has occurredtransactions contemplated thereby, including the CEVA Merger.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue ofreason of the execution of the CEVA Merger Agreement or the CEVA Rollover Commitments, or as the result ofconsummation of the transactions contemplated thereby, any Permitted including the CEVA Merger.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the CEVA Merger Agreement or the CEVA Rollover Commitments, or the consummation of the transactions contemplated thereby, including the CEVA Merger shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the CEVA Merger Agreement or the CEVA Rollover Commitments, or the consummation of the transactions contemplated thereby, including the CEVA Merger shall be a Flip-Over Event.” (e) The definition of “Triggering Event” is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the CEVA Merger Agreement or the CEVA Rollover Commitments, or the consummation of the transactions contemplated thereby, including the CEVA Merger shall be a Triggering Event.” (f) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add at the end thereof the words “and (v) immediately prior to the Effective Time of the Merger (as such term is defined in the CEVA Merger Agreement)”. (g) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Agreement that might otherwise to the contrary, neither of Harbert or any Affiliate or Associate of any of them shall be xxxxxx to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the execution and delivery of the Harbert Purchase Agreement, or (ii) the issuance and xxxxxxxy of shares of Common Stock in accordance with Article 2 of the Harbert Purchase Agreement." (b) The definition of "Xxxxxxxution Date" in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the execution and delivery of the Harbert Purchase Agreement, or (ii) the issuance and xxxxxxxy of shares of Common Stock in accordance with Article 2 of the Harbert Purchase Agreement." (c) The definition of "Xxxxx Xcquisition Date" in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue ofas the result of (i) the execution and delivery of the Harbert Purchase Agreement, or as a result of, any Permitted Event, (ii) the public announcement thereof or the actual knowledge issuance and xxxxxxxy of an executive officer shares of Common Stock in accordance with Article 2 of the Company that a Permitted Event has occurredHarbert Purchase Agreement.”" (ce) The following definxxxxxx shall be added to Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”Agreement:

Amendments to Rights Agreement. The Rights Agreement is ------------------------------- hereby amended as follows: (a) Clause (i) of Section 7(a) is hereby revised to read, in its entirety, as follows: (i) the close of business on September 30, 2007 (the "Final Expiration Date")," (b) Section 11 is hereby amended by adding the following at the end thereof: (i) The definition Board of “Directors of the Company may, at its option, at any time after a Person becomes an Acquiring Person” , mandatorily exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable pursuant to the provisions of Section 11(a)(ii)(B)) for consideration per Right consisting of either one-half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(a)(ii) or, if applicable, the cash consideration specified in Section 1(a11(a)(iii) (the consideration issuable per Right pursuant to this Section 11(n)(i) being the 'Exchange Consideration'). If the Board of Directors of the Company elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(n)(i) prior to the physical distribution of the Rights Certificates, the Corporation may distribute the Exchange Consideration in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement is amended by inserting holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the following as a new paragraph at the end date of such definitiondistribution. (ii) Any action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 11(n)(i) shall be irrevocable and, immediately upon the taking of such action and without any further action and without any notice, the right to exercise any such Right pursuant to Section 11(a)(ii) shall terminate and the only right thereafter of a holder of such Right shall be to receive the Exchange Consideration in exchange for each such Right held by such holder or, if the Exchange Consideration shall not have been paid or issued, to exercise any such Right pursuant to Section 13. 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 holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights for the Exchange Consideration 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 shall have become null and void and nontransferable pursuant to the provisions of Section 11(a)(ii)(B)) held by each holder of Rights." (c) The third sentence of Section 26 is hereby revised to read, in its entirety, as follows: “"Notwithstanding anything contained in this Section 1(a) that might otherwise be deemed Agreement to the contrary, none (1) no supplement or amendment shall be made which changes the Redemption Price, the Purchase Price or the number of XXX Xxxxxxxxxxx, Common Shares for which a Massachusetts corporation Right is exercisable and (“Parent”2) during any time that the approval of Continuing Directors is required for a redemption of the Rights as provided under Section 23(a), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise can only be deemed to the contrary, effected if there are Continuing Directors then in office and such amendment or supplement shall have been approved by a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge majority of an executive officer of the Company that a Permitted Event has occurredsuch Continuing Directors.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”"

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Parent, Merger Sub, or any Affiliate or Associate of any of them shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely by virtue of, or as a result of, of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer all of the Company that a Permitted Event has occurredMerger Events.” (b) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add at the end thereof the words “and (v) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement) of the Merger (as such term is defined in the Merger Agreement) but only if the Effective Time shall occur.” (c) The definition of “Flip-In Event” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise to the contrary, none of the Merger Events shall be deemed a Flip-In Event or have the effect specified in Section 11(a)(ii).” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event or have the effect specified in Section 13.” (e) The definition of “Separation Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Separation Date shall not be deemed to have occurred solely by virtue of, or as the result of, of any Permitted Eventor all of the Merger Events.” (f) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of any or all of the Merger Events.” (g) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Apache, Merger Sub or any Affiliate or Associate of either of them shall not be deemed to have occurred be an Acquiring Person, either individually or collectively, solely by virtue of, or as a result of, of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer all of the Company that a Permitted Event has occurredMerger Events.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof any or all of the Merger Events.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, any Permitted none of the Merger Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of any or all of the Merger Events.” (f) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add at the end thereof the words “and (v) the Effective Time (as such term is defined in the Merger Agreement) of the Merger (as such term is defined in the Merger Agreement).” (g) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date none of Denbury or any Subsidiary, Affiliate or Associate of Denbury shall not be deemed to have occurred solely by virtue ofbe an Acquiring Person, either individually or collectively, as a result of, of any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer all of the Company that a Permitted Event has occurredMerger Events.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result ofof any or all of the Merger Events.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, any Permitted none of the Merger Events shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the Merger Events shall be a Flip-Over Event.” (e) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred as the result of any or all of the Merger Events.” (f) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add at the end thereof the words “and (v) the Effective Time (as such term is defined in the Merger Agreement) of the Merger (as such term is defined in the Merger Agreement). The Company shall give the Rights Agent reasonable advance written notice of the Effective Time, provided, however, that if the Company is the surviving corporation under the Merger Agreement, the Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time (as such term is defined in the Merger Agreement), which notice shall specify (i) that the Effective Time (as such term is defined the Merger Agreement) has occurred, and (ii) the date upon which the Rights established hereby expired and this Agreement terminated.” (g) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is hereby amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add adding the following sentence at the end thereof: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, none of Phelps Dodge Corporatixx, XXV Corporation or any Subsidiary of either shall be deemed an Acquiring Person solely by reason or as a result of the execution or delivery of the Phelps Dodge Merger Agreement, the Phelps Dodge Offer or xxx xxnsummation of the Phelps Dodge Offer or xxx Xxelps Dodge Merger or xxx xther transaction contemplated by the Phelps Dodge Merger Agxxxxxxt." (b) The definition of "Stock Acquisition Date" in Section 1 of the Rights Agreement is hereby amended by adding the following sentence to the end of paragraph (l) of Section 1: "A Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or occur as a result of, any Permitted Eventof the execution or delivery of the Phelps Dodge Merger Agxxxxxxt, the public announcement thereof Phelps Dodge Offer or the actual knowledge of an executive officer xxx xxnsummation of the Company that a Permitted Event has occurred.”Phelps Dodge Offer, the Phelps Dodge Merger or xxx xther transaction contemplated by the Phelps Dodge Merger Agxxxxxxt" (c) Section 3(a) 3 of the Rights Agreement is hereby amended to add by adding the following sentence at to the end thereofof the paragraph (a) in Section 3: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue ofas a result of the execution or delivery of the Phelps Dodge Merger Agreement, the Phelps Dodge Offer, or xxx xonsummation of the Phelps Dodge Offer, thx Xxxxps Dodge Merger or xxx xther transaction contemplated by the Phelps Dodge Merger Agxxxxxxt." (d) Section 7 of the Rights Agreement is hereby amended by deleting in its entirety clause (ii) to paragraph (a) in Section 7 and inserting in lieu thereof the following new clause (ii) to paragraph (a) in Section 7 as follows: ", (ii) the result of, any Permitted Event.”Effective Time (as such term is defined in the Phelps Dodge Xxxxxr Agreement)" (e) The following definitions are hereby added to Section 1 of the Rights Agreement in the appropriate alphabetical order:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement Agreement, the definition of “Acquiring Person,” is hereby amended by inserting adding the following as a new paragraph at the end of such definition: Section 1(a): “Notwithstanding anything in this Section 1(a) Agreement that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation neither Invitrogen Corporation (“Parent”), Emerge Merger CorporationBxxxxxx, Inc., a Delaware corporation and a wholly-wholly owned subsidiary of Parent (“Merger SubPurchaser”), or nor any of their respective Affiliates or AssociatesAssociates shall be deemed an Acquiring Person and none of the Distribution Date, either individually, collectively Stock Acquisition Date or in any combinations, Triggering Event shall be deemed to be or become an “Acquiring Person” solely by virtue ofoccur, in each such case, in connection with or as a result of (i) the execution and approval, execution, delivery or performance of the Agreement and Plan of Merger, Merger dated as of April 8October 15, 20082002, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, thereto (the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), among Parent, Merger Sub and the Company, or (ii) by the announcement, commencement, performance commencement or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (or the foregoing actions being referred execution of the other documents or consummation of the other transactions contemplated by the Merger Agreement. No such event shall entitle or permit the holders of the Rights to as exercise the “Permitted Events”)Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.” (b) The Section 1(bb) of the Rights Agreement, the definition of “Stock Acquisition Date,” in Section 1(bb) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 1(bb): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue ofreason of the approval, execution, delivery or performance of the Merger Agreement, or as a result ofby the announcement, any Permitted Event, commencement or consummation of the public announcement thereof Offer or the actual knowledge of an executive officer Merger (each as defined in the Merger Agreement) or the execution of the Company that a Permitted Event has occurredother documents or consummation of the other transactions contemplated by the Merger Agreement.” (c) Section 1(dd) of the Rights Agreement, the definition of “Triggering Event,” is hereby amended by adding the following new paragraph at the end of Section 1(dd): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Triggering Event shall not be deemed to have occurred by reason of the approval, execution, delivery or performance of the Merger Agreement, or by the announcement, commencement or consummation of the Offer or the Merger (each as defined in the Merger Agreement) or the execution of the other documents or consummation of the other transactions contemplated by the Merger Agreement.” (d) Section 3(a) of the Rights Agreement is hereby amended to add by adding the following sentence new paragraph at the end thereof: of Section 3(a): “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue ofreason of the approval, execution, delivery or performance of the Merger Agreement, or by the announcement, commencement or consummation of the Offer or the Merger (each as defined in the Merger Agreement) or the execution of the other documents or consummation of the other transactions contemplated by the Merger Agreement.” (e) Section 7(a) of the Rights Agreement is hereby amended by replacing the word “or” that appears immediately prior to the symbol “(iii)” with a common and deleting the parenthetical contained at the end of Section 7(a) and by adding the following to the end of the amended Section 7(a): “, or (iv) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the result of, any Permitted Event.“Expiration Date”)

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not none of Parent, Merger Sub or any other interestholder or Subsidiary (as each such term is defined in the Merger Agreement) of Parent be deemed to have occurred be an Acquiring Person, solely by virtue ofreason of the execution of the Merger Agreement, the Voting Agreement, or as a result ofthe Rollover Commitments, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer consummation of the Company that a Permitted Event has occurredtransactions contemplated thereby, including the Merger.” (cb) The definition of “Distribution Date” in Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue ofreason of the execution of the Merger Agreement, the Voting Agreement, or as the result ofRollover Commitments, any Permitted or the consummation of the transactions contemplated thereby, including the Merger.” (c) The definition of “Flip-In Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the Merger Agreement, the Voting Agreement, or the Rollover Commitments, or the consummation of the transactions contemplated thereby, including the Merger shall be a Flip-In Event.” (d) The definition of “Flip-Over Event” is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the Merger Agreement, the Voting Agreement, or the Rollover Commitments, or the consummation of the transactions contemplated thereby, including the Merger shall be a Flip-Over Event.” (e) The definition of “Triggering Event” is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of the execution of the Merger Agreement, the Voting Agreement, or the Rollover Commitments, or the consummation of the transactions contemplated thereby, including the Merger shall be a Triggering Event.” (f) The definition of “Expiration Date” in Section 1 of the Rights Agreement is amended to replace the words “and (iv)” with “, (iv)” and to add at the end thereof the words “and (v) immediately prior to the Effective Time of the Merger (as such term is defined in the Merger Agreement)”. (g) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) The definition of “"Acquiring Person” " in Section 1(a) of the Rights Agreement is hereby amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add adding the following sentence at the end thereof: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, none of Grupo Mexico, S.A. de C.V., ASMEX Corporation or any Subsidiary of either shall be deemed an Acquiring Person solely by reason or as a result of the execution or delivery of the Grupo Mexico Merger Agreement, the Grupo Mexico Offer or the consummation of the Grupo Mexico Offer or the Grupo Mexico Merger or any other transaction contemplated by the Grupo Mexico Merger Agreement." (b) The definition of "Stock Acquisition Date" in Section 1 of the Rights Agreement is hereby amended by adding the following sentence to the end of paragraph (l) of Section 1: "A Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or occur as a result of, any Permitted Eventof the execution or delivery of the Grupo Mexico Merger Agreement, the public announcement thereof Grupo Mexico Offer or the actual knowledge of an executive officer consummation of the Company that a Permitted Event has occurred.”Grupo Mexico Offer, the Grupo Mexico Merger or any other transaction contemplated by the Grupo Mexico Merger Agreement" (c) Section 3(a) 3 of the Rights Agreement is hereby amended to add by adding the following sentence at the end thereofof the paragraph (a) in Section 3: “"Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue ofas a result of the execution or delivery of the Grupo Mexico Merger Agreement, the Grupo Mexico Offer, or the consummation of the Grupo Mexico Offer, the Grupo Mexico Merger or any other transaction contemplated by the Grupo Mexico Merger Agreement." (d) Section 7 of the Rights Agreement is hereby amended by deleting in its entirety clause (ii) to paragraph (a) in Section 7 and inserting in lieu thereof the following new clause (ii) to paragraph (a) in Section 7: ", (ii) the Effective Time (as such term is defined in the result of, any Permitted Event.”Grupo Mexico Merger Agreement) (e) The following definitions are hereby added to Section 1 of the Rights Agreement in the appropriate alphabetical order:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) Notwithstanding any other provision of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of contrary (i) the execution and or the delivery of one or more of the Agreement and Plan Merger Documents or the conclusion of Merger, dated as one or more of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment Transactions will not cause or supplement theretopermit the Rights to become exercisable, the “Merger Agreement”) Rights to be separated from the stock certificates to which they are attached or any provision of the Tender and Voting Agreements (collectively Rights Agreement to apply to Forcenergy Inc., The Anschutz Corporation or any other person by reason of or in connection with the Merger Agreement, Documents or the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction DocumentsMerger Transactions, including, without limitation, the Offer designation of Forcenergy Inc., The Anschutz Corporation or any other person as an Acquiring Person, the occurrence of a Distribution Date and the occurrence of a Shares Acquisition Date, and (ii) for purposes of this Rights Agreement, neither Forcenergy Inc. nor The Anschutz Corporation or any of their Affiliates shall at any time be deemed to be the Beneficial Owner of the Common Shares and other securities referred to in the preceding clause (i), provided, however, that this Amendment shall not effect any amendment of the Rights Agreement with respect to the acquisition or beneficial ownership of Voting Securities that are not referred to in the preceding clause (i) that may be acquired or owned beneficially by any of Forcenergy Inc., The Anschutz Corporation or any of their Affiliates from time to time (other than Voting Securities acquired pursuant to or in connection with, or beneficially owned as a result of, the payment of a dividend on or split-up, merger, reclassification, recapitalization, reorganization, combination, subdivision, conversion, exchange of shares or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred like with respect to as the “Permitted Events”such Voting Securities).” (b) The definition of “Stock Acquisition Date” "Acquiring Person" in Section 1(bb) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “"Notwithstanding anything in this Rights Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date neither Forcenergy Inc. nor The Anschutz Corporation or any Affiliates of either shall not be deemed to have occurred be an Acquiring Person solely by virtue ofof the (i) the announcement of the Merger (as such term is defined in the Merger Agreement), or as a result of, any Permitted Event, (ii) the public announcement thereof or the actual knowledge acquisition of an executive officer Common Shares of the Company that a Permitted Event has occurredpursuant to the Merger, (iii) the execution of the Merger Agreement, the Company Shareholders Agreement or the Forcenergy Inc. Stockholders Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement, the Company Shareholders Agreement or the Forcenergy Inc. Stockholders Agreement.”" (c) The following definitions shall be added to Section 3(a) 1 of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”Agreement:

Amendments to Rights Agreement. (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement Agreement, which sets forth the definition of "Acquiring Person," is hereby amended by inserting adding the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, neither Synopsys, Inc. ("Parent") nor Mountain Acquisition Sub, Inc., a Stock wholly owned subsidiary of Parent ("Acquisition Date Sub"), nor any of their respective Affiliates or Associates, shall not be deemed to have occurred solely by virtue ofbe an Acquiring Person in connection with, or as a result ofof or otherwise by reason of (i) the approval, execution, delivery or performance of the Agreement and Plan of Merger and Reorganization dated as of February 23, 2004 among Parent, Acquisition Sub and the Company (the "Merger Agreement"), or the approval, execution, delivery or performance of any Permitted Eventamendment to the Merger Agreement, (ii) the approval, execution, delivery or performance of those certain Stockholder Agreements contemplated by the Merger Agreement (the "Stockholder Agreements") or the approval, execution, delivery or performance of any amendment to any of the Stockholder Agreements, (iii) the approval, execution, delivery or performance of any other documents or instruments contemplated by the Merger Agreement or the performance of any of the other Contemplated Transactions (as defined in the Merger Agreement) ((i)-(iii), collectively, the public "Synopsys Acquisition Documents"), or (iv) the announcement thereof or commencement of the Offer or the actual knowledge of an executive officer consummation of the Company that a Permitted Event has occurredOffer or the Merger (each as defined in the Merger Agreement). Without limiting the foregoing, no such event shall entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.”" (cb) Section 3(a1(n) of the Rights Agreement Agreement, which sets forth the definition of "Interested Stockholder," is hereby amended to add by adding the following sentence new paragraph at the end thereof: “of Section 1(n): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, neither Parent nor Acquisition Sub nor any of their respective Affiliates or Associates shall be deemed to be an Interested Stockholder in connection with, as a Distribution result of or otherwise by reason of (i) the approval, execution, delivery or performance of Synopsys Acquisition Documents, or (ii) the announcement or commencement of the Offer or the consummation of the Offer or the Merger." (c) Section 1(v) of the Rights Agreement, which sets forth the definition of "Shares Acquisition Date," is hereby amended by adding the following new paragraph at the end of Section 1(v): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, no Shares Acquisition Date shall not be deemed to have occurred solely in connection with, as a result of or otherwise by virtue ofreason of (i) the approval, execution, delivery or performance of the Synopsys Acquisition Documents, or (ii) the announcement or commencement of the Offer or the consummation of the Offer or the Merger." (d) Section 1(bb) of the Rights Agreement, which sets forth the definition of "Trigger Event," is hereby amended by adding the following new paragraph at the end of Section 1(bb): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, no Trigger Event shall be deemed to have occurred in connection with, as a result of or otherwise by reason of (i) the approval, execution, delivery or performance of the Synopsys Acquisition Documents, or (ii) the announcement or commencement of the Offer or the consummation of the Offer or the Merger." (e) Section 3(a) of the Rights Agreement is hereby amended by adding the following new paragraph at the end of Section 3(a): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, no Distribution Date shall be deemed to have occurred in connection with, as a result ofof or otherwise by reason of (i) the approval, execution, delivery or performance of the Synopsys Acquisition Documents, or (ii) the announcement or commencement of the Offer or the consummation of the Offer or the Merger." (f) Section 7(a) of the Rights Agreement is hereby amended by deleting the word "or" that appears immediately prior to the symbol "(iii)" and deleting the period at the end of Section 7(a) and by adding the following to the end of the amended Section 7(a): ", or (iv) the time immediately prior to the Effective Time (as defined in the Merger Agreement)." (g) Section 13(f) of the Rights Agreement is hereby amended by adding the following sentence at the end of Section 13(f): "None of (i) the approval, execution, delivery or performance of the Synopsys Acquisition Documents, or (ii) the announcement or commencement of the Offer or the consummation of the Offer or the Merger, shall constitute a transaction described in this Section 13(f), and none of such matters shall entitle or permit the holders of the Rights to exercise the Rights, or otherwise give the holders of the Rights the right to acquire securities of any Permitted Eventparty to the Merger Agreement.”" (h) Section 11(a)(iii) of the Rights Agreement is hereby amended by adding the following sentence at the end of such section: "The exchange offer contemplated by the Reorganization is a tender offer that meets all of the requirements set forth in this Section 11(a)(iii), and accordingly, the right to buy Common Shares of the Company pursuant to subparagraph (ii) of this Section 11(a) shall not arise in connection with, as a result of or otherwise by reason of the Offer, the Merger or any of the other Contemplated Transactions."

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a1(g) of the Rights Agreement is hereby amended by inserting the following to read in its entirety as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(afollows: (g) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).”[intentionally omitted]" (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is hereby amended to add read in its entirety as follows: (a) Until the following sentence at earlier of (i) the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed close of business on the fifteenth day (subject to extension by the contraryBoard of Directors as provided below) after the Stock Acquisition Date, a Distribution Date shall not be deemed or (ii) the close of business on the fifteenth day (subject to have occurred solely extension by virtue the Board of Directors as provided below) after the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary, any employee benefit plan of the Company or of any Subsidiary, or any Person organized, appointed, or established by the Company or any Subsidiary for or pursuant to the terms of any such plan), if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding (the earlier of such dates, after any extensions, being herein referred to as the result of"Distribution Date"), (A) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (B) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The fifteen-day periods referred to in clauses (i) and (ii) of the preceding sentence may be extended by the Board of Directors. As soon as practicable after the Distribution Date, the Rights Agent will send, at the expense of the Company, by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Right Certificates evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates." (c) The first two sentences of Section 23(a) of the Rights Agreement are hereby amended to read in their entirety as follows: (a) The Board of Directors of the Company may, at its option, at any Permitted Eventtime before 5:00 p.m., Dallas, Texas, time, on the earlier of (i) the close of business on the fifteenth day (subject to extension by the Board of Directors as provided below) following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The fifteen-day period referred to in the preceding sentence may be extended by the Board of Directors.”"

Amendments to Rights Agreement. (a) The Section 1 of the Rights Agreement is hereby amended to add the following sentence immediately prior to the last sentence of the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition”: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed Agreement to the contrary, none of XXX XxxxxxxxxxxTeva Pharmaceutical Industries Ltd., a Massachusetts an Israeli corporation (“ParentTeva”), Emerge Beryllium Merger Corporation, a Delaware corporation (“Acquisition Sub”), nor any of their Affiliates or Associates shall be deemed to be an Acquiring Person solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (b) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Distribution Date”: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (c) Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end of the definition of “Stock Acquisition Date”: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (d) Section 1 of the Rights Agreement is hereby amended to add the following definitions of “Effective Time”, “Merger” and “Merger Agreement” in the appropriate alphabetical order: “‘Effective Time’ shall have the meaning set forth in the Merger Agreement.” “‘Merger’ shall have the meaning set forth in the Merger Agreement.” “‘Merger Agreement’ shall mean that Agreement and Plan of Merger, dated March 31, 2008, among the Company, Teva and Acquisition Sub, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”)Teva, or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed as amended from time to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”)time.” (be) The definition of “Stock Acquisition Date” in Section 1(bb3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition no Distribution Date shall not be deemed to have occurred solely by virtue of, or as a result ofof the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any Permitted Eventother transaction contemplated by the Merger Agreement, or the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurredany thereof.” (cf) Section 3(a7(a) of the Rights Agreement is hereby modified, amended and restated in its entirety: “Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths of a share (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the time immediately prior to the Effective Time, (ii) the Close of Business on December 19, 2014, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the “FINAL EXPIRATION DATE”), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof, (iv) the time at which the Rights are exchanged (the “EXCHANGE DATE”) as provided in Section 24 hereof or (v) the time at which the Rights expire pursuant to Section 13(d) hereof (the earlier of (i), (ii), (iii), (iv) and (v) being herein referred to as the “EXPIRATION DATE”).” (g) Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by virtue ofthe Merger Agreement, or as the result of, public announcement of any Permitted Eventthereof.” (h) Section 13(a) of the Rights Agreement is hereby amended to add the following at the end thereof: “Notwithstanding anything in this Agreement to the contrary, no Section 13 Event shall be deemed to have occurred solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (i) Section 24(a) of the Rights Agreement is hereby amended to add the following subsection at the end thereof: (e) Notwithstanding anything in this Agreement to the contrary, no exchange referred to in Section 24(a) hereof shall be authorized solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.” (j) Section 25 of the Rights Agreement is hereby amended to add the following subsection at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give notice under this Section 25 solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any thereof.”

Amendments to Rights Agreement. The parties hereto agree that the Rights Agreement shall be amended as provided below, effective as of the date of this Amendment except as may otherwise be provided below: (a) From and after the time that the appointment of the Successor Rights Agent as successor Rights Agent is effective, all references in the Rights Agreement (including all exhibits thereto) to the Prior Rights Agent as Rights Agent shall be deemed to refer to the Successor Rights Agent as successor Rights Agent. From and after the effective date of this Amendment, all references in the Rights Agreement to the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment. (b) Section 3 (b) of the Rights Agreement is amended as of the time of appointment of the Successor Rights Agent as successor Rights Agent by adding the following immediately after the legend appearing therein: On February 10, 1995, The definition Bank of New York succeeded Chemical Bank as Rights Agent. The following legend may, in the alternative, be affixed: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Countrywide Credit Industries, Inc. and The Bank of New York (as successor Rights Agent), dated as of February 11, 1988, as amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Countrywide Credit Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Countrywide Credit Industries, Inc. or The Bank of New York will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Person” Persons (as defined in the Rights Agreement) or certain related persons and any subsequent holder of such Rights may become null and void with respect to certain rights set forth in Sections 11(a)(ii) and Section 1(a13(a) of the Rights Agreement. (c) Section 19 of the Rights Agreement is amended by adding the following sentence at the end of the first paragraph thereof: “The Company’s reimbursement and indemnification obligations described in this paragraph shall survive the termination of this Agreement.” (d) Section 22 of the Rights Agreement is amended by inserting the following as a new paragraph at words “the end Rights Agent or” before the words “the registered holder of such definition: “Notwithstanding anything any Rights Certificate” in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery last clause of the Agreement and Plan fourth sentence of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”)that section.” (be) The definition of “Stock Acquisition Date” in Section 1(bb) 26 of the Rights Agreement is amended to add by deleting the name and address of the Prior Rights Agent and substituting therefor the following: The Bank of New York 000 Xxxxxxx Xxxxxx New York, NY 10286 Attention: Equity Tender and Exchange Department (f) Section 32 of the Rights Agreement is amended by adding the following sentence words at the end thereof: “Notwithstanding anything in this Agreement provided, however, that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) rights and obligations of the Rights Agreement is amended to add Agent shall be governed by and construed in accordance with the following sentence at laws of the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted EventState of New York”.”