Common use of Countersigned Clause in Contracts

Countersigned. Date: --------------------------- UMB BANK, N.A., as Rights Agent By: ----------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED _________________ hereby sells, assigns and transfers unto ________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within-named Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: --------------------------- Signature Guaranteed: --------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Countersigned. DateBANKBOSTON N.A. By -------------------- Authorized Signatory Date of Countersignature: --------------------------- UMB BANK, N.A., as B-4 [Form of Reverse Side of Rights Agent By: ----------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATECertificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer this the Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto ______________________ --------------------------------------------------------------------- (Please print name and address of transferee) ______________________________________________________________________ whose social security or tax identification number is: ______________ the Rights evidenced by this Rights Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within-named within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , . ------------------------- ---- --------------------------- Signature Signature Guaranteed: --------------------------------------- :* ------------------------------ * Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution "Eligible Guarantor Institution" (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion medallion program), ) pursuant to SEC Rule 17Ad-1517Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) Certificate ----------- The undersigned hereby represents, for certifies by checking the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).appropriate boxes that:

Countersigned. Date: --------------------------- UMB BANK, N.A., as Rights Agent By: By ----------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATEForm of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Rights the Right Certificate.) FOR VALUE RECEIVED _____________________________________ hereby sells, assigns and transfers unto unto_______________________________________ ------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, Attorney to transfer the within-named Rights within Right Certificate on the books of the within-named CompanyRights Agent, with full power of substitution. Dated: --------------------------- __________, ______ --------------------------------- Signature Signature Guaranteed: --------------------------------------- Certificate ----------- The undersigned hereby certifies (after due inquiry and to the best knowledge of the undersigned) by checking the appropriate boxes that: (1) this Right Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement); (2) the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: __________, ______ --------------------------------- Signature (Signature Guaranteed: The signature to the foregoing Assignment must correspond to the name as written upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Countersigned. Date: --------------------------- UMB FLEET NATIONAL BANK, N.A., as Rights Agent By____________________ Authorized Signatory Date of Countersignature: ----------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATEForm of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this the Rights Certificate.) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto ______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________ whose social security or tax identification number is ______________, the Rights evidenced by this Rights Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within-named within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: --------------------------- _________________________, ____. ------------------------- Signature Signature Guaranteed: --------------------------------------- :* --------------- * Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution "Eligible Guarantor Institution" (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion medallion program), ) pursuant to SEC Rule 17Ad-1517Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) CERTIFICATE The undersigned hereby represents, for certifies by checking the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).appropriate boxes that: